4/21/2017 ESBD ­ RFP No. 720­1724 Insurance Brokerage Services

http://esbd.cpa.state.tx.us/bid_show.cfm?bidid=139424 1/1

Glenn HegarComptroller of Public Accounts

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RFP No. 720­1724 Insurance Brokerage ServicesOpen Date: 05/16/17 02:30 PM Agency Requisition Number:   720­1724 NOTE: You will need to download all of the following files for complete specifications and other required document,including a HUB subcontracting plan(if required). Help: Right Click to and choose "save file as" or "save target as" to your computer. ­Package 1 size: 390789 (in bytes)   Type: Specification    Format: (ASCII Plain Text) ­Package 2 size: 84366 (in bytes)   Type: Additional Specification(s)    Format: (ASCII Plain Text) ­Package 3 size: 482547 (in bytes)   Type: Additional Specification(s)    Format: Acrobat PDF Files   Agency: UNIVERSITY OF TEXAS SYSTEM (720)  Open Date: 05/16/17 02:30 PM Agency Requisition Number:   720­1724Previous Price Paid: N/ASolicitation type: 14 Days or more for entire solicitation package NIGP Commodity Code(s):

Class­Item: 953 ­ 52 

Class­Item: 958 ­ 61 

Class­Item: 958 ­ 69 Contact Information:Contact Name: Darya VienneEmail: dvienne@utsystem.eduAddress: 504 Lavaca Street

Ste. 810Austin,  TX     78701

Phone: (512) 322­3710

Upload Date: 2017­04­21 10:03:45.923    Updated date: 2017­04­21 10:03:45.923    

REQUEST FOR PROPOSAL

RFP No. 720-1724 Insurance Brokerage Services

Proposal Submittal Deadline: Tuesday, May 16th, 2017 at 2:30 PM CST

The University of Texas System Office of Risk Management

Prepared By: Darya Vienne

The University of Texas System 210 West Sixth St.

Suite B. 140E Austin, Texas 78701-2891

dvienne@utsystem.edu April 21st, 2017

- i -

REQUEST FOR PROPOSAL

TABLE OF CONTENTS SECTION 1: INTRODUCTION ...................................................................................................... 1 SECTION 2: NOTICE TO PROPOSER ......................................................................................... 4 SECTION 3: SUBMISSION OF PROPOSAL ................................................................................ 7 SECTION 4: GENERAL TERMS AND CONDITIONS .................................................................. 9 SECTION 5: SPECIFICATIONS AND ADDITIONAL QUESTIONS ............................................. 10 SECTION 6: PRICING AND DELIVERY SCHEDULE .................................................................. 18 Attachments: APPENDIX ONE: PROPOSAL REQUIREMENTS APPENDIX TWO: AGREEMENT APPENDIX THREE: HUB SUBCONTRACTING PLAN APPENDIX FOUR: CERTIFICATE OF INTERESTED PARTIES (FORM 1295)

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SECTION 1

INTRODUCTION

1.1 Description of The University of Texas System For more than 130 years, The University of Texas System (“UT System” and “University”) has been committed to improving the lives of Texans and people all over the world through education, research and health care. The University of Texas System is one of the nation’s largest systems of higher education, with 14 institutions that educate more than 217,000 students. Each year, UT institutions award more than one-third of all undergraduate degrees in Texas and almost two-thirds of all health professional degrees. With about 20,000 faculty – including Nobel laureates – and more than 70,000 health care professionals, researchers student advisors and support staff, the UT System is one of the largest employers in the state. The UT System ranks third in the nation in patent applications, and because of the high caliber of scientific research conducted at UT institutions, the UT System is ranked No. 1 in Texas and third in the nation in federal research expenditures. In addition, the UT System is home to three (3) of the nation’s National Cancer Institute Cancer Centers – UT MD Anderson, UT Southwestern and UT Health Science Center-San Antonio – which must meet rigorous criteria for world-class programs in cancer research. Chancellor William H. McRaven’s ambitious vision for the UT System includes eight “Quantum Leaps,” that address many of the most significant challenges of our time, including building the nation’s next generation of leaders through core education in leadership and ethics; leading a brain health revolution by accelerating discoveries and treatments for neurological diseases; elevating higher education’s role in national security; driving unprecedented levels of collaboration between higher and K-12 education; and increasing student access and success. Other numerous transformational initiatives implemented over the past several years have cemented UT as a national leader in higher education, including the expansion of educational opportunities in South Texas with the opening of The University of Texas Rio Grande Valley in the fall of 2015. And UT is the only system of higher education in the nation establishing not one (1), but two (2) new medical schools in 2016 at The University of Texas at Austin and UT Rio Grande Valley. University of Texas institutions are setting the standard for excellence in higher education and will continue do so thanks to our generous donors and the leadership of the Chancellor, the Board of Regents and UT presidents.

1.2 Background and Special Circumstances

University procures insurance when risk transfer appears to be the most effective mean of managing a particular risk. The types of insurance policies that University currently purchases or which University anticipates that it may purchase in the future include, but are not limited to, the following:

• Accident Insurance; • Accident & Sickness Insurance; • Aircraft Liability – Owned; • Aircraft - Non-Owned Aircraft Liability; • Athletics-Related Insurance; • Auto - Hired & Non-Owned;

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• Auto Liability; • Auto Physical Damage; • Boiler & Machinery; • Bonds & Surety; • Commercial Crime; • Commercial Garage; • Cyber Liability Insurance; • Defense Base Act Insurance; • Excess Directors & Officers I Employment Practices Liability; • Excess Workers Compensation (CLASH Coverage); • Fine Arts; • General Liability; • Inland Marine (Equipment); • International Package Policy (FVWC, GL, Auto); • International Travel related insurance (including emergency, medical and security

services); • Local International insurance coverages (as needed for specific countries); • Marine Insurance; • Media Directors & Officers; • Control of Well Insurance and Operator’s Expense (Maritime); • Maritime General Liability; • Maritime Excess Liability; • Maritime Employer’s Liability; • Maritime Equipment Physical Damage; • Special Event General Liability; • Tenant User Liability Insurance Program (TULIP); • Umbrella I Excess; • University Student Medical Professional Blanket Policy; • Volunteer Accident; • Volunteer Liability.

The intent of this RFP is to select multiple insurance brokers to provide services described in Section 5.

1.3 Objective of Request for Proposal

The University of Texas System is soliciting proposals in response to this Request for Proposal No.720-1724 (this “RFP”), from qualified vendors to provide insurance brokerage services (the “Services”) more specifically described in Section 5 of this RFP: Section 5.3 – Core Insurance Program Services – typically commission-based policy procurements and related services for individual policy procurements; and/or Section 5.4 – Systemwide Insurance Program Services – typically fee-based insurance program procurements and related services for more complex, systemwide programs; Section 5.5 – OPTIONAL: Risk Management Consultative Services Proposer has four (4) bidding choices: 1) Section 5.3 ONLY 2) BOTH Sections 5.3 and 5.5 3) BOTH Sections 5.3 and 5.4 4) Sections 5.3, 5.4 and 5.5.

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1.4 Group Purchase Authority

Texas law authorizes institutions of higher education (defined by §61.003, Education Code) to use the group purchasing procurement method (ref. §§51.9335, 73.115, and 74.008, Education Code). Additional Texas institutions of higher education may therefore elect to enter into a contract with the successful Proposer under this RFP. In particular, Proposer should note that University is part of The University of Texas System (UT System), which is comprised of fourteen institutions described at http://www.utsystem.edu/institutions. UT System institutions routinely evaluate whether a contract resulting from a procurement conducted by one of the institutions might be suitable for use by another, and if so, this RFP could give rise to additional purchase volumes. As a result, in submitting its proposal, Proposer should consider proposing a pricing model and other commercial terms that take into account the higher volumes and other expanded opportunities that could result from the eventual inclusion of other institutions in the purchase contemplated by this RFP. Any purchases made by other institutions based on this RFP will be the sole responsibility of those institutions.

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SECTION 2

NOTICE TO PROPOSER 2.1 Submittal Deadline

University will accept proposals submitted in response to this RFP until 2:30 p.m., Central Standard Time (“CST”) on Tuesday, May 16th, 2017(the “Submittal Deadline”).

2.2 University Contact Person

Proposers will direct all questions or concerns regarding this RFP to the following University contact (“University Contact”):

Darya Vienne Email: dvienne@utsystem.edu

University specifically instructs all interested parties to restrict all contact and questions regarding this RFP to written communications delivered to (i) University Contact, or (ii) if questions relate to Historically Underutilized Businesses, to HUB Coordinator (ref. Section 2.5 of this RFP). University Contact must receive all questions or concerns no later than_2:30 p.m. CST on Friday, May 5th, 2017. University will have a reasonable amount of time to respond to questions or concerns. It is University’s intent to respond to all appropriate questions and concerns; however, University reserves the right to decline to respond to any question or concern.

2.3 Criteria for Selection

The successful Proposer, if any, selected by University through this RFP will be the Proposer that submits a proposal on or before the Submittal Deadline that is the most advantageous to University. The successful Proposer is referred to as “Contractor.”

Proposer is encouraged to propose terms and conditions offering the maximum benefit to University in terms of (1) service, (2) total overall cost, and (3) project management expertise. The evaluation of proposals and the selection of Contractor will be based on the information provided in the proposal. University may consider additional information if University determines the information is relevant. Criteria to be considered by University in evaluating proposals and selecting Contractor, will be these factors: 2.3.1 Threshold Criteria Not Scored

A. Ability of University to comply with laws regarding Historically Underutilized Businesses;

and B. Ability of University to comply with laws regarding purchases from persons with

disabilities.

2.3.2 Scored Criteria

• Cost (5%); • Vendor Qualifications and Experience (40%); • Approach to Project Services (50%); • Proposer’s Exceptions to Terms and Conditions Set Forth in the Agreement (ref.

APPENDIX TWO) of this RFP (5%).

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2.4 Key Events Schedule

Issuance of RFP Friday, April 21st, 2017

Deadline for Questions / Concerns Friday, May 5th, 2017 (ref. Section 2.2 of this RFP)

Submittal Deadline 2:30 p.m. CST on (ref. Section 2.1 of this RFP) Tuesday, May 16th, 2017

2.5 Historically Underutilized Businesses

2.5.1 All agencies of the State of Texas are required to make a good faith effort to assist historically underutilized businesses (each a “HUB”) in receiving contract awards. The goal of the HUB program is to promote full and equal business opportunity for all businesses in contracting with state agencies. Pursuant to the HUB program, if under the terms of any agreement or contractual arrangement resulting from this RFP, Contractor subcontracts any of the Services, then Contractor must make a good faith effort to utilize HUBs certified by the Procurement and Support Services Division of the Texas Comptroller of Public Accounts. Proposals that fail to comply with the requirements contained in this Section 2.5 will constitute a material failure to comply with advertised specifications and will be rejected by University as non-responsive. Additionally, compliance with good faith effort guidelines is a condition precedent to awarding any agreement or contractual arrangement resulting from this RFP. Proposer acknowledges that, if selected by University, its obligation to make a good faith effort to utilize HUBs when subcontracting any of the Services will continue throughout the term of all agreements and contractual arrangements resulting from this RFP. Furthermore, any subcontracting of the Services by Proposer is subject to review by University to ensure compliance with the HUB program.

2.5.2 University has reviewed this RFP in accordance with 34 TAC §20.285, and has

determined that subcontracting opportunities are probable under this RFP. 2.5.3 A HUB Subcontracting Plan (“HSP”) is a required as part of Proposer’s proposal. The HSP

will be developed and administered in accordance with University’s Policy on Utilization of Historically Underutilized Businesses attached as APPENDIX THREE and incorporated for all purposes.

Each Proposer must complete and return the HSP in accordance with the terms and conditions of this RFP, including APPENDIX THREE. Proposers that fail to do so will be considered non-responsive to this RFP in accordance with §2161.252, Government Code. Questions regarding the HSP may be directed to:

Contact: Cynthia Booker Coordinator, HUB Technical Assistant

Phone: 409-772-1353 Email: cbooker@utsystem.edu

Contractor will not be permitted to change its HSP unless: (1) Contractor completes a new HSP in accordance with the terms of APPENDIX THREE, setting forth all modifications requested by Contractor, (2) Contractor provides the modified HSP to University, (3) University approves the modified HSP in writing, and (4) all agreements resulting from this RFP are amended in writing to conform to the modified HSP.

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2.5.4 Proposer must submit two (2) originals of the HSP to University at the same time it submits

its proposal to University (ref. Section 3.2 of this RFP.) The originals of the HSP must be submitted under separate cover (mailed independently) and in two (2) separate envelopes (the “HSP Envelopes”). Proposer must ensure that the top outside surface of HSP Envelopes clearly indicating:

2.5.4.1 the RFP No. (ref. Section 1.3 of this RFP) and the Submittal Deadline (ref.

Section 2.1 of this RFP), both located in the lower left hand corner of the top surface of the envelope,

2.5.4.2 the name and the return address of the Proposer, and 2.5.4.3 the phrase “HUB Subcontracting Plan”.

Any proposal submitted in response to this RFP that is not accompanied by two (2) separate HSP Envelopes meeting the above requirements may be rejected by University and returned to Proposer unopened as non-responsive due to material failure to comply with advertised specifications. University will open Proposer’s HSP Envelopes prior to opening the proposal to confirm Proposer submitted the HSP. Proposer’s failure to submit two (2) completed and signed originals of Proposer’s HUB Subcontracting Plan may result in University’s rejection of the proposal as non-responsive due to material failure to comply with advertised specifications; such a proposal will be returned to the Proposer unopened (ref. Section 1.5 of APPENDIX ONE to this RFP). Note: The requirement that Proposer provide two (2) originals of the HSP under this Section 2.5.4 is separate from and does not affect Proposer’s obligation to provide University with the number of copies of its proposal as specified in Section 3.1 of this RFP. If Proposer’s submitted HSP refers to specific page(s) / Sections(s) of Proposer’s proposal that explain how Proposer will perform entire contract with its own equipment, supplies, materials and/or employees, Proposer must include copies of those pages in HSP Envelopes. Failure to do so will slow the evaluation process and may result in DISQUALIFICATION.

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SECTION 3

SUBMISSION OF PROPOSAL 3.1 Number of Copies

A. One (1) complete paper copy of its entire proposal.

The paper copy of the proposal should contain the mark “original” on the front cover of the proposal. An original signature by an authorized officer of Proposer must appear on the Execution of Offer (ref. Section 2 of APPENDIX ONE) of the submitted paper copy(-ies) of the proposal. University does not consider electronic signatures to be valid therefore the original signature must be a “wet signature.”

B. One (1) complete electronic copy of its entire proposal in a single .pdf file on USB

Flash Drive for each Section Proposer is responding to. USB Flash Drive must include a protective cover and be labeled with Proposer’s name and RFP number. In addition, Proposer must submit one (1) complete electronic copy of the proposal for each Section Proposer is responding to in a single .pdf file on separate USB Flash Drive on which all proposed pricing information, provided in response to Section 8, has been removed.

3.2 Submission

Proposals must be received by University on or before the Submittal Deadline (ref. Section 2.1 of this RFP) and should be delivered to:

The University of Texas System Administration 210 West Sixth St. Suite B. 140E Austin, Texas 78701-2891 Attn: Darya Vienne

NOTE: Show the Request for Proposal number and submittal date in the lower left-hand corner of sealed bid envelope (box / container).

Proposals must be typed on letter-size (8-1/2” x 11”) paper, and must be submitted in a 3-ring binder. Preprinted material should be referenced in the proposal and included as labeled attachments. Sections within a proposal should be divided by tabs for ease of reference.

3.3 Proposal Validity Period

Each proposal must state that it will remain valid for University’s acceptance for a minimum of one hundred and twenty (120) days after the Submittal Deadline, to allow time for evaluation, selection, and any unforeseen delays.

3.4 Terms and Conditions

3.4.1 Proposer must comply with the requirements and specifications contained in this RFP, including the Agreement (ref. APPENDIX TWO), the Notice to Proposer (ref.

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Section 2 of this RFP), Proposal Requirements (ref. APPENDIX ONE) and the Specifications and Additional Questions (ref. Section 5 of this RFP). If there is a conflict among the provisions in this RFP, the provision requiring Proposer to supply the better quality or greater quantity of services will prevail, or if such conflict does not involve quality or quantity, then interpretation will be in the following order of precedence:

3.4.1.1. Specifications and Additional Questions (ref. Section 5 of this RFP); 3.4.1.2. Agreement (ref. Section 4 and APPENDIX TWO); 3.4.1.3. Proposal Requirements (ref. APPENDIX ONE); 3.4.1.4. Notice to Proposers (ref. Section 2 of this RFP).

3.5 Submittal Checklist

Proposer is instructed to complete, sign, and return the following documents as a part of its proposal. If Proposer fails to return each of the following items with its proposal, then University may reject the proposal:

3.5.1 Signed and Completed Execution of Offer (ref. Section 2 of APPENDIX ONE)

3.5.2 Signed and Completed Pricing and Delivery Schedule (ref. Section 6 of this RFP)

3.5.3 Responses to Proposer's General Questionnaire (ref. Section 3 of APPENDIX

ONE)

3.5.4 Signed and Completed Addenda Checklist (ref. Section 4 of APPENDIX ONE); 3.5.5 Responses to questions and requests for information in the Specifications and

Additional Questions Section (ref. Section 5 of this RFP);

3.5.6 Signed and completed originals of the HUB Subcontracting Plan or other applicable documents (ref. Section 2.5 of this RFP and APPENDIX THREE).

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SECTION 4

GENERAL TERMS AND CONDITIONS The terms and conditions contained in the attached Agreement (ref. APPENDIX TWO) or, in the sole discretion of University, terms and conditions substantially similar to those contained in the Agreement, will constitute and govern any agreement that results from this RFP. If Proposer takes exception to any terms or conditions set forth in the Agreement, Proposer will redline attached Agreement (ref. APPENDIX TWO) and include redlined Agreement as part of its proposal in accordance with Section 5.2.1 of this RFP. Proposer’s exceptions will be reviewed by University and may result in disqualification of Proposer’s proposal as non-responsive to this RFP. If Proposer’s exceptions do not result in disqualification of Proposer’s proposal, then University may consider Proposer’s exceptions when University evaluates the Proposer’s proposal.

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SECTION 5

SPECIFICATIONS AND ADDITIONAL QUESTIONS 5.1 General

The minimum requirements and the specifications for the Services, as well as certain requests for information to be provided by Proposer as part of its proposal, are set forth below. As indicated in Section 2.3 of this RFP, the successful Proposer is referred to as the “Contractor.” Contract Term: University intends to enter into an agreement with the Contractor to perform the Services for an initial three (3) year base term, with the option to renew for two (2) additional one (1) year renewal periods, upon mutual written agreement of both parties. Approval by the Board of Regents: No Agreement resulting from this RFP will be effective for amounts exceeding one million dollars ($1,000,000) until approved by the Board of Regents of The University of Texas System. Multiple Awards: It has been determined that having Services provided by multiple Contractors is more advantageous to University. Therefore, University reserves the right to make multiple awards against this RFP. Disclosure of Existing Agreement: University has an existing Insurance Brokerage services agreements with the following vendors:

1) MARSH USA, Inc. 2) Arthur J. Gallagher & Co. 3) AON Risk Solutions 4) Beecher Carlson Holdings, Inc. 5) Wortham L.L.C. 6) Southwest Special Risk Insurance

All six (6) agreements are set to expire on August 31st, 2017. 5.2 Additional Questions

Proposer must submit the following information as part of Proposer’s proposal: 5.2.1 If Proposer takes exception to any terms or conditions set forth in the Agreement (ref.

APPENDIX TWO), Proposer must submit a list of the exceptions. 5.2.2 By signing the Execution of Offer (ref. Section 2 of APPENDIX ONE), Proposer agrees

to comply with Certificate of Interested Parties laws (ref. Section 2252.908, Government Code and 1 TAC Sections 46.1 through 46.5) as implemented by the Texas Ethics Commission (“TEC”), including, among other things, providing TEC and University with information required on the form promulgated by TEC and set forth in APPENDIX SEVEN. Proposer may learn more about these disclosure requirements, including the use of the TEC electronic filing system, by reviewing the information on the TEC website at https://www.ethics.state.tx.us/whatsnew/FAQ_Form1295.html. The Certificate of Interested Parties must only be submitted by Contractor upon delivery to University of a signed Agreement.

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5.3 Core Insurance Program Services Contractor will provide the following Services to the University. 1. Act as an advocate on behalf of the University. 2. Assist University in identifying potential exposures. 3. Answer phone calls and emails, and field questions during regular business hours. 4. Respond to coverage questions and any other information requests in writing when

requested by University. 5. Notify University of any proposed changes to key personnel who will be providing services

under the Agreement resulting from this RFP with University. Contractor shall submit a staffing plan and resumes for prospective replacement personnel to University for review and approval.

6. Notify University of any pending or actual material changes to Contractor’s business or insurer’s business with whom Contractor is insuring University (examples: changes in financial status or changes in organization structure at local or corporate office).

7. Identify necessary information to develop market submissions and assist University with collection and presentation of data.

8. Assemble and format University's data into a marketing submission for consideration by insurance carriers, wholesalers, Managing General Agents, Surplus Lines Brokers, alternative risk financing markets.

9. Communicate with and secure all data required by insurance carrier and, or wholesaler, Managing General Agent, Surplus Lines Broker, alternative risk financing markets.

10. As appropriate, solicit quotes and negotiate insurance coverage terms and conditions and / or alternative risk financing arrangements, including, terms, services, and premiums from markets with input from University.

11. If requested by University, bind alternative risk financing plans or insurance coverage and maintain financing agreements, insurance policies, and coverage without lapses.

12. Present complete proposal package to include quotes and declinations, coverage options, specimen policy form(s), broker commission received for placement, and/or risk finance solutions to University in a detailed manner.

13. Notify University of adequate A.M. Best Rating Company financial strength and size levels to require of outside contracting parties in order to determine their insurance company’s claims paying ability, suitability, service record, and financial stability. Notify University when a rating change occurs with a carrier providing coverage to the University.

14. Confirm policies issued conform to University specifications. When requested by University, forward copy of completed Policy Review Checklist used to review policy.

15. Provide insurance binders, certificates, and policies when requested. 16. Request, implement, monitor, and verify coverage changes requested by University. 17. Provide claims advocacy services if a loss occurs, including but not limited to working with

insurance carriers, alternative financing markets, and applicable federal and state agencies. 18. When requested by University, communicate information to insurance carrier, report claims

to the carrier or administrator, and monitor claims activity. 19. Provide claims reports when requested. Reports must include, but not be limited to, loss date,

report date, status, loss type, incurred total, paid total, reserve total, recoveries, cause code, litigation claims.

20. University and Contractor will agree on whether a policy is direct billed or agency billed. University prefers to pay premiums through Contractor rather than direct bill.

21. When premiums are billed through Contractor, forward premiums due to insurance carrier on University’s behalf.

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22. Verify that rates, premiums, bills, audits and other premium adjustments are properly calculated and charged and confirm to University in writing that invoiced premiums are correct.

23. When appropriate, allocation for the University’s individual institutions will be required. Proposer will allocate billings for each of the University’s institutions and supply University with electronic invoices on a per institution basis.

24. Provide University with estimated premiums annually for budget projections when requested. 25. Disclose any compensation received by the Contractor, any of its affiliates, or any other

intermediary during the term of this agreement, including, but not limited to, commissions, fees, contingent commissions, enhanced or supplemental commissions, excess and surplus lines and reinsurance commissions, profit sharing, volume over-rides, work transfer payments, service income, fiduciary funds income, sales incentives, and gifts.

26. When requested by University, provide benchmarking and best practice information regarding risk and insurance management.

27. All insurance program services will be negotiated by University. University will authorize Contractor services under this Section 6 in writing. Payment for premium and services may be made by University or University Institutions. Invoices for premium and services made by University Institution must name requesting University Institution.

28. Other services required in order to achieve new business or renewal objectives.

5.4 Systemwide Insurance Program Services

In addition to the services described in Section 5.3, Core Insurance Program Services, Contractor will provide the following services to University: 1. University will authorize Contractor services under this Section 5.4 through a Replacement Fee

Addendum. Payment for services may be made by University or University institutions. 2. Notify University of new insurance products that address University’s exposures. 3. Work proactively to identify emerging trends, and to provide actionable information to University. 4. Organize and attend meetings as requested by University and document meeting discussions

by taking meeting minutes. Send minutes to University within forty-eight (48) hours of the meeting for review and comment.

5. When requested by University prior to the purchase or renewal of a policy, conduct inspections, tests and other safety and loss prevention services.

6. Coordinate data gathering functions and processes between all parties. 7. Develop a comprehensive action plan for placement, design and marketing of new or renewal

business, including recommended coverage, retention levels, a timeline identifying major milestones and necessary data needed to obtain quote(s) and produce complete proposal packages.

8. Identify the insurance carriers, wholesalers, Managing General Agents, Surplus Lines Brokers, alternative risk financing markets that your firm intends to approach for quotes on the University’s program, including the amount of business your firm currently conducts with each, the underwriter(s) / contact(s) your firm will be working with, and your firm’s assessment of the competitive advantage each may provide.

9. Prior to sending the marketing submission to carriers, supply a draft of the submission to University for review and approval.

10. Provide updates to University on status of placement action plan in a format and frequency acceptable to University.

11. As part of complete proposal package, create coverage comparisons requested to facilitate University review of current and proposed coverage options. Documents should be in a form that can be shared with University executive management and should include evaluation of any proposed endorsements.

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12. Provide a detailed description of responses received from insurance carriers, wholesalers, Managing General Agents, Surplus Lines Brokers, alternative risk financing markets. If carriers decline to quote policies, University requests a summary of all responses and explanations of any actions taken by Contractor to reverse the declination decision.

13. When necessary, communicate information between University and selected insurance carriers and, or wholesalers, Managing General Agents, Surplus Lines Brokers, alternative risk financing markets, including information regarding policy renewals, premium pay-ins, audit returns and buy-out provisions.

14. When necessary, schedule meetings between University and selected insurance carriers and, or wholesalers, Managing General Agents, Surplus Lines Brokers, alternative risk financing markets.

15. Maintain and provide University with an Open Task Report that details all outstanding tasks related to University placements / projects. Examples of items to be reported would be endorsement requests, policy issuance, upcoming renewals and pending coverage questions. The frequency for the Open Task Report will be determined by University based upon Contractor’s placement activity level.

16. Complete periodic file reviews, claim audits, and claim surveys and provide findings to the carrier and the University.

17. Provide or obtain from carrier periodic loss runs, including electronic data feeds, as requested by University. Provide on-site claims presence within twenty-four (24) hours if requested by University.

18. Confirm to University that all deductible billings (and other claims billings) are accurate and allocate deductible billings on an institution by institution basis when requested by University.

19. Allocate audited premiums on a UT institution by institution basis and provide individual invoices for each institution as requested by University.

20. When requested by University, identify for University’s consideration any Fees, as more specifically defined in Section 6, that Contractor proposes to charge University for any insurance policies University contemplates procuring under this Section 5.

21. If policies are placed on a fee basis, obtain documentation from insurers that premiums are net of commissions.

22. Disclose any additional compensation, beyond that set forth in Section 6, received by the Contractor, any of its affiliates, or any other intermediary during the term of this agreement, including, but not limited to, commissions, fees, contingent commissions, enhanced or supplemental commissions, excess and surplus lines and reinsurance commissions, profit sharing, volume over-rides, work transfer payments, service income, fiduciary funds income, sales incentives, and gifts. Such additional compensation will be treated as belonging to the University and will be treated as an offset against the Fixed Fees.

23. Notify University of any new or pending legislation or regulations that could impact University insurance premiums or coverage. Assist University with analysis and implementation of legislative and regulatory requirements.

5.5 Risk Management Consultative Services (OPTIONAL)

Proposers do not have to be able to provide the following services in order to be considered for this RFP.

University will make a decision on whether Contractor will provide optional services before the award on this solicitation is made.

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1. University will authorize Contractor services under this Section 5.5 through a Risk Management Services Addendum. Payment for services may be made by University or University institutions.

2. When requested by University, perform other risk management services not already included in Sections 5.3 and 5.4 of this RFP. Examples of such services would include, but are not limited to, Market Analyses, Business Continuity Planning, Crisis Management, Catastrophe Modeling, Captive Feasibility Study, Risk Management Reviews and Risk Assessments.

5.6 Types of Services Offered by Proposer

Proposer shall place an “X” on the appropriate line below to indicate which Services Proposer is proposing to provide: ____________ Core Insurance Program Services (Section 5.3); ____________ Systemwide Insurance Program Services (Section 5.4); ____________ Risk Management Consultative Services (Section 5.5; OPTIONAL).

5.7 Additional Questions Specific to this RFP

Proposer must submit the following information as part of Proposer’s proposal: Vendor Qualifications and Experience (40%) 1. Provide references for at least two (2) current higher education clients and two (2) former

higher education clients who have terminated services with your company in the past two (2) years. The reference list must include institution name, department name, department contact, and provide a brief description of work performed.

2. Provide responses for the office or branch that will service the University account, including (without limitation) the following qualifications:

• Total number of Employees; • Approximate Total Number of Clients; • Number of Private College, University, Academic, Medical Center and Healthcare

Clients; • Number of Public College, University, Academic, Medical Center and Healthcare

Clients; • Premium Volume (Property and Casualty only); • Approximate Average Size of Accounts (premium size); • Largest Single Account (premium size); • If Direct Writer, A.M. Best’s Rating.

3. List the services that are provided by Proposer’s in-house staff.

4. List the services that are provided through an affiliate.

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5. Describe Proposer’s experience and capabilities in providing Property & Casualty Insurance Brokerage and Risk Management Services for other clients with coverages and / or programs comparable to University’s. Be specific and identify services performed within the past three (3) years.

6. Provide a proposed organizational chart indicating specific individuals who will service the University account. Include the number of clients serviced by each individual and the number of higher education clients. Examples of key personnel would include account executives, account managers, marketing personnel and key service representatives.

7. Provide summary resumes for proposed key personnel who will be providing services to University, including their specific experiences with similar service projects, and number of years of employment with Proposer.

8. Indicate the location of Proposer’s office designated to service University and describe the services and staff available at that office. If Proposer intends to use other offices, describe the services they would provide. Indicate, if applicable, where any subcontractor offices are located.

9. Describe Proposer’s service support philosophy, how it is implemented, and how Proposer measures its success in maintaining this philosophy.

Approach to Project Services (50%)

10. Provide a statement of Proposer’s service approach and describe any unique benefits to University from doing business with Proposer.

11. If Proposer is bidding only on Section 5.3, describe Proposer’s approach to the required services identified in Section 5.3 of this RFP. If Proposer is bidding on Section 5.3 and Section 5.4, describe Proposer’s approach to the required services identified in Section 5.3 and Section 5.4 of this RFP. Be specific in describing approach.

12. Describe Proposer’s strategy for ensuring that University receives all information regarding coverage terms and conditions prior to purchasing a policy. Provide a sample coverage comparison.

13. Describe Proposer’s strategy for ensuring that University receives a policy that is issued correctly and according to specifications. Provide a sample Policy Review Checklist.

14. Describe Proposer’s qualifications and abilities to perform the claims handling

services.

15. When appropriate, allocation of billings for the University’s individual institutions will be required. Confirm that Proposer will allocate billings for each of the University’s institutions and supply University with electronic invoices on a per institution basis.

16. Describe the major types of risks and exposures faced by public institutions of higher education and healthcare both in Texas and throughout the nation. Provide details of Proposer’s strategy to identify, evaluate, assess and mitigate these risks and exposures.

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17. Describe any difficulties Proposer anticipates in performing the duties described in this RFP and how Proposer plans to manage these difficulties. Proposer must describe the assistance it will require from University.

18. Describe Proposer’s quality assurance program, its quality requirements, and how they are measured.

19. Provide details regarding (a) any special services, product characteristics, or other

benefits (for example, software, web-based information services, electronic mail capabilities, and audit programs), offered to University, (b) any other advantages to University in selecting Proposer, and (c) any related costs of such goods, services or advantages.

If Proposer is proposing to provide services listed in Section 5.5 answer the following Question 20. 20. Describe Proposer’s qualifications and abilities to perform the Risk management

services described in Section 5.5.

Proposer’s Exceptions to Terms and Conditions Set Forth in the Agreement (ref. APPENDIX TWO) of this RFP (5%)

21. Does Proposer take exception to any part of the Agreement as described in Section

4 and Section 5.2.1? Proposer must explain the redlines made to any part of the Agreement as described in Section 4 and Section 5.2.1.

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SECTION 6

PRICING AND DELIVERY SCHEDULE Proposal of: ___________________________________ (Proposer Company Name) To: The University of Texas System RFP No.: 720-1724 Insurance Brokerage Services 6.1 General Pricing Methodology for Procuring Insurance Policies (5%)

A. Describe Proposer’s general pricing methodology for services described in Section 5.3.

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

B. Describe Proposer’s general pricing methodology for services described in Section 5.4.

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

6.2 Pricing Methodology for Risk Management Consultative Services (OPTIONAL)

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

6.3 Delivery Schedule of Events and Time Periods

Indicate number of calendar days needed to commence the Services from the execution of the services agreement:

_______________ Calendar Days

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6.4 Payment Terms

University’s standard payment terms are “net 30 days” as mandated by the Texas Prompt Payment Act (ref. Chapter 2251, Government Code). Indicate below the prompt payment discount that Proposer offers: Prompt Payment Discount: _____%_____days / net 30 days. Section 51.012, Education Code, authorizes University to make payments through electronic funds transfer methods. Proposer agrees to accept payments from University through those methods, including the automated clearing house system (“ACH”). Proposer agrees to provide Proposer’s banking information to University in writing on Proposer letterhead signed by an authorized representative of Proposer. Prior to the first payment, University will confirm Proposer’s banking information. Changes to Proposer’s bank information must be communicated to University in writing at least thirty (30) days before the effective date of the change and must include an IRS Form W-9 signed by an authorized representative of Proposer.

University, an agency of the State of Texas, is exempt from Texas Sales & Use Tax on goods and services in accordance with §151.309, Tax Code, and Title 34 TAC §3.322. Pursuant to 34 TAC §3.322(c)(4), University is not required to provide a tax exemption certificate to establish its tax exempt status.

Respectfully submitted, Proposer: ____________________________

By: ___________________________ (Authorized Signature for Proposer)

Name: _________________________ Title: __________________________

Date: __________________________

- i -

APPENDIX ONE

PROPOSAL REQUIREMENTS

TABLE OF CONTENTS SECTION 1: GENERAL INFORMATION ...................................................................................... 1 SECTION 2: EXECUTION OF OFFER ......................................................................................... 4 SECTION 3: PROPOSER'S GENERAL QUESTIONNAIRE ........................................................ 7 SECTION 4: ADDENDA CHECKLIST .......................................................................................... 9

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SECTION 1

GENERAL INFORMATION

1.1 Purpose

University is soliciting competitive sealed proposals from Proposers having suitable qualifications and experience providing services in accordance with the terms, conditions and requirements set forth in this RFP. This RFP provides sufficient information for interested parties to prepare and submit proposals for consideration by University. By submitting a proposal, Proposer certifies that it understands this RFP and has full knowledge of the scope, nature, quality, and quantity of the services to be performed, the detailed requirements of the services to be provided, and the conditions under which such services are to be performed. Proposer also certifies that it understands that all costs relating to preparing a response to this RFP will be the sole responsibility of the Proposer. PROPOSER IS CAUTIONED TO READ THE INFORMATION CONTAINED IN THIS RFP CAREFULLY AND TO SUBMIT A COMPLETE RESPONSE TO ALL REQUIREMENTS AND QUESTIONS AS DIRECTED.

1.2 Inquiries and Interpretations

University may in its sole discretion respond in writing to written inquiries concerning this RFP and mail its response as an Addendum to all parties recorded by University as having received a copy of this RFP. Only University’s responses that are made by formal written Addenda will be binding on University. Any verbal responses, written interpretations or clarifications other than Addenda to this RFP will be without legal effect. All Addenda issued by University prior to the Submittal Deadline will be and are hereby incorporated as a part of this RFP for all purposes. Proposers are required to acknowledge receipt of each Addendum as specified in this Section. The Proposer must acknowledge all Addenda by completing, signing and returning the Addenda Checklist (ref. Section 4 of APPENDIX ONE). The Addenda Checklist must be received by University prior to the Submittal Deadline and should accompany the Proposer’s proposal.

Any interested party that receives this RFP by means other than directly from University is responsible for notifying University that it has received an RFP package, and should provide its name, address, telephone and facsimile (FAX) numbers, and email address, to University, so that if University issues Addenda to this RFP or provides written answers to questions, that information can be provided to that party.

1.3 Public Information

Proposer is hereby notified that University strictly adheres to all statutes, court decisions and the opinions of the Texas Attorney General with respect to disclosure of public information. University may seek to protect from disclosure all information submitted in response to this RFP until such time as a final agreement is executed. Upon execution of a final agreement, University will consider all information, documentation, and other materials requested to be submitted in response to this RFP, to be of a non-confidential and non-proprietary nature and, therefore, subject to public disclosure under the Texas Public Information Act (ref. Chapter 552, Government Code). Proposer will be advised of a request for public information that implicates their materials and will have the opportunity to raise any objections to disclosure to the Texas Attorney General. Certain information may be protected from release under §§552.101, 552.104, 552.110, 552.113, and 552.131, Government Code.

1.4 Type of Agreement

Contractor, if any, will be required to enter into a contract with University in a form substantially similar to the Agreement between University and Contractor (the “Agreement”) attached to this RFP as APPENDIX TWO and incorporated for all purposes.

1.5 Proposal Evaluation Process

University will select Contractor by using the competitive sealed proposal process described in this Section. Any proposals that are not submitted by the Submittal Deadline or that are not accompanied by required number of completed and signed originals of the HSP will be rejected by University as non-responsive due to material failure to comply with this RFP (ref. Section 2.5.4 of this RFP). Upon completion of the initial review and evaluation of proposals, University may invite one or more selected Proposers to participate in oral presentations. University will use commercially reasonable efforts to avoid public disclosure of the contents of a proposal prior to selection of Contractor. University may make the selection of Contractor on the basis of the proposals initially submitted, without discussion, clarification or modification. In the alternative, University may make the selection of Contractor on the basis of negotiation with any of the Proposers. In conducting negotiations, University will use commercially reasonable efforts to avoid disclosing the contents of competing proposals.

University may discuss and negotiate all elements of proposals submitted by Proposers within a specified competitive range. For purposes of negotiation, University may establish, after an initial review of the proposals, a competitive range of acceptable or potentially acceptable proposals composed of the highest rated proposal(s). In that event, University may defer further action on proposals not included within the competitive range pending the selection of Contractor; provided, however, University reserves the right to include additional proposals in the competitive range if deemed to be in the best interest of University.

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After the Submittal Deadline but before final selection of Contractor, University may permit Proposer to revise its proposal in order to obtain the Proposer's best and final offer. In that event, representations made by Proposer in its revised proposal, including price and fee quotes, will be binding on Proposer. University will provide each Proposer within the competitive range with an equal opportunity for discussion and revision of its proposal. University is not obligated to select the Proposer offering the most attractive economic terms if that Proposer is not the most advantageous to University overall, as determined by University. University reserves the right to (a) enter into an agreement for all or any portion of the requirements and specifications set forth in this RFP with one or more Proposers, (b) reject any and all proposals and re-solicit proposals, or (c) reject any and all proposals and temporarily or permanently abandon this selection process, if deemed to be in the best interests of University. Proposer is hereby notified that University will maintain in its files concerning this RFP a written record of the basis upon which a selection, if any, is made by University.

1.6 Proposer's Acceptance of RFP Terms

Proposer (1) accepts [a] Proposal Evaluation Process (ref. Section 1.5 of APPENDIX ONE), [b] Criteria for Selection (ref. 2.3 of this RFP), [c] Specifications and Additional Questions (ref. Section 5 of this RFP), [d] terms and conditions of the Agreement (ref. APPENDIX TWO), and [e] all other requirements and specifications set forth in this RFP; and (2) acknowledges that some subjective judgments must be made by University during this RFP process.

1.7 Solicitation for Proposal and Proposal Preparation Costs

Proposer understands and agrees that (1) this RFP is a solicitation for proposals and University has made no representation written or oral that one or more agreements with University will be awarded under this RFP; (2) University issues this RFP predicated on University’s anticipated requirements for the Services, and University has made no representation, written or oral, that any particular scope of services will actually be required by University; and (3) Proposer will bear, as its sole risk and responsibility, any cost that arises from Proposer’s preparation of a proposal in response to this RFP.

1.8 Proposal Requirements and General Instructions

1.8.1 Proposer should carefully read the information contained herein and submit a complete proposal in response to all requirements and questions as directed.

1.8.2 Proposals and any other information submitted by Proposer in response to this RFP will become the property of University. 1.8.3 University will not provide compensation to Proposer for any expenses incurred by the Proposer for proposal preparation

or for demonstrations or oral presentations that may be made by Proposer. Proposer submits its proposal at its own risk and expense.

1.8.4 Proposals that (i) are qualified with conditional clauses; (ii) alter, modify, or revise this RFP in any way; or (iii) contain

irregularities of any kind, are subject to disqualification by University, at University’s sole discretion. 1.8.5 Proposals should be prepared simply and economically, providing a straightforward, concise description of Proposer's ability

to meet the requirements and specifications of this RFP. Emphasis should be on completeness, clarity of content, and responsiveness to the requirements and specifications of this RFP.

1.8.6 University makes no warranty or guarantee that an award will be made as a result of this RFP. University reserves the right

to accept or reject any or all proposals, waive any formalities, procedural requirements, or minor technical inconsistencies, and delete any requirement or specification from this RFP or the Agreement when deemed to be in University’s best interest. University reserves the right to seek clarification from any Proposer concerning any item contained in its proposal prior to final selection. Such clarification may be provided by telephone conference or personal meeting with or writing to University, at University’s sole discretion. Representations made by Proposer within its proposal will be binding on Proposer.

1.8.7 Any proposal that fails to comply with the requirements contained in this RFP may be rejected by University, in University’s

sole discretion.

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1.9 Preparation and Submittal Instructions

1.9.1 Specifications and Additional Questions

Proposals must include responses to the questions in Specifications and Additional Questions (ref. Section 5 of this RFP). Proposer should reference the item number and repeat the question in its response. In cases where a question does not apply or if unable to respond, Proposer should refer to the item number, repeat the question, and indicate N / A (Not Applicable) or N / R (No Response), as appropriate. Proposer should explain the reason when responding N / A or N / R.

1.9.2 Execution of Offer

Proposer must complete, sign and return the attached Execution of Offer (ref. Section 2 of APPENDIX ONE) as part of its proposal. The Execution of Offer must be signed by a representative of Proposer duly authorized to bind the Proposer to its proposal. Any proposal received without a completed and signed Execution of Offer may be rejected by University, in its sole discretion.

1.9.3 Pricing and Delivery Schedule

Proposer must complete and return the Pricing and Delivery Schedule (ref. Section 6 of this RFP), as part of its proposal. In the Pricing and Delivery Schedule, the Proposer should describe in detail (a) the total fees for the entire scope of the Services; and (b) the method by which the fees are calculated. The fees must be inclusive of all associated costs for delivery, labor, insurance, taxes, overhead, and profit.

University will not recognize or accept any charges or fees to perform the Services that are not specifically stated in the Pricing and Delivery Schedule.

In the Pricing and Delivery Schedule, Proposer should describe each significant phase in the process of providing the Services to University, and the time period within which Proposer proposes to be able to complete each such phase.

1.9.4 Proposer’s General Questionnaire

Proposals must include responses to the questions in Proposer’s General Questionnaire (ref. Section 3 of APPENDIX ONE). Proposer should reference the item number and repeat the question in its response. In cases where a question does not apply or if unable to respond, Proposer should refer to the item number, repeat the question, and indicate N / A (Not Applicable) or N / R (No Response), as appropriate. Proposer should explain the reason when responding N / A or N / R.

1.9.5 Addenda Checklist

Proposer should acknowledge all Addenda to this RFP (if any) by completing, signing and returning the Addenda Checklist (ref. Section 4 of APPENDIX ONE) as part of its proposal. Any proposal received without a completed and signed Addenda Checklist may be rejected by University, in its sole discretion.

1.9.6 Submission

Proposer should submit all proposal materials as instructed in Section 3 of this RFP. RFP No. (ref. Title Page of this RFP) and Submittal Deadline (ref. Section 2.1 of this RFP) should be clearly shown (1) in the Subject line of any email transmitting the proposal, and (2) in the lower left-hand corner on the top surface of any envelope or package containing the proposal. In addition, the name and the return address of the Proposer should be clearly visible in any email or on any envelope or package. Proposer must also submit two (2) copies of the HUB Subcontracting Plan (also called the HSP) as required by Section 2.5 of this RFP. University will not under any circumstances consider a proposal that is received after the Submittal Deadline or which is not accompanied by the HSP as required by Section 2.5 of this RFP. University will not accept proposals submitted by telephone or FAX transmission.

Except as otherwise provided in this RFP, no proposal may be changed, amended, or modified after it has been submitted to University. However, a proposal may be withdrawn and resubmitted at any time prior to the Submittal Deadline. No proposal may be withdrawn after the Submittal Deadline without University’s consent, which will be based on Proposer's written request explaining and documenting the reason for withdrawal, which is acceptable to University.

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SECTION 2

EXECUTION OF OFFER

THIS EXECUTION OF OFFER MUST BE COMPLETED, SIGNED AND RETURNED WITH PROPOSER'S PROPOSAL. FAILURE TO COMPLETE, SIGN AND RETURN THIS EXECUTION OF OFFER WITH THE PROPOSER’S PROPOSAL MAY RESULT IN THE REJECTION OF THE PROPOSAL. 2.1 Representations and Warranties. Proposer represents, warrants, certifies, acknowledges, and agrees as follows:

2.1.1 Proposer will furnish the Services to University and comply with all terms, conditions, requirements and specifications set forth in this RFP and any resulting Agreement.

2.1.2 This RFP is a solicitation for a proposal and is not a contract or an offer to contract Submission of a proposal by Proposer

in response to this RFP will not create a contract between University and Proposer. University has made no representation or warranty, written or oral, that one or more contracts with University will be awarded under this RFP. Proposer will bear, as its sole risk and responsibility, any cost arising from Proposer’s preparation of a response to this RFP.

2.1.3 Proposer is a reputable company that is lawfully and regularly engaged in providing the Services.

2.1.4 Proposer has the necessary experience, knowledge, abilities, skills, and resources to perform the Services.

2.1.5 Proposer is aware of, is fully informed about, and is in full compliance with all applicable federal, state and local laws, rules, regulations and ordinances relating to performance of the Services.

2.1.6 Proposer understands (i) the requirements and specifications set forth in this RFP and (ii) the terms and conditions set forth in the Agreement under which Proposer will be required to operate.

2.1.7 Proposer will not delegate any of its duties or responsibilities under this RFP or the Agreement to any sub-contractor, except as expressly provided in the Agreement.

2.1.8 Proposer will maintain any insurance coverage required by the Agreement during the entire term.

2.1.9 All statements, information and representations prepared and submitted in response to this RFP are current, complete, true and accurate. University will rely on such statements, information and representations in selecting Contractor. If selected by University, Proposer will notify University immediately of any material change in any matters with regard to which Proposer has made a statement or representation or provided information.

2.1.10 PROPOSER WILL DEFEND WITH COUNSEL APPROVED BY UNIVERSITY, INDEMNIFY, AND HOLD HARMLESS UNIVERSITY, THE STATE OF TEXAS, AND ALL OF THEIR REGENTS, OFFICERS, AGENTS AND EMPLOYEES, FROM AND AGAINST ALL ACTIONS, SUITS, DEMANDS, COSTS, DAMAGES, LIABILITIES AND OTHER CLAIMS OF ANY NATURE, KIND OR DESCRIPTION, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING, ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM ANY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF PROPOSER OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF PROPOSER IN THE EXECUTION OR PERFORMANCE OF ANY CONTRACT OR AGREEMENT RESULTING FROM THIS RFP.

2.1.11 Pursuant to §§2107.008 and 2252.903, Government Code, any payments owing to Proposer under the Agreement may be

applied directly to any debt or delinquency that Proposer owes the State of Texas or any agency of the State of Texas, regardless of when it arises, until such debt or delinquency is paid in full.

2.1.12 Any terms, conditions, or documents attached to or referenced in Proposer’s proposal are applicable to this procurement

only to the extent that they (a) do not conflict with the laws of the State of Texas or this RFP, and (b) do not place any requirements on University that are not set forth in this RFP. Submission of a proposal is Proposer's good faith intent to enter into the Agreement with University as specified in this RFP and that Proposer’s intent is not contingent upon University's acceptance or execution of any terms, conditions, or other documents attached to or referenced in Proposer’s proposal.

2.2 No Benefit to Public Servants. Proposer has not given or offered to give, nor does Proposer intend to give at any time hereafter,

any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with its proposal. Failure to sign this Execution of Offer, or signing with a false statement, may void the submitted proposal or any resulting Agreement, and Proposer may be removed from all proposer lists at University.

2.3 Tax Certification. Proposer is not currently delinquent in the payment of any taxes due under Chapter 171, Tax Code, or Proposer is exempt from the payment of those taxes, or Proposer is an out-of-state taxable entity that is not subject to those taxes, whichever is applicable. A false certification will be deemed a material breach of any resulting contract or agreement and, at University’s option, may result in termination of any resulting Agreement.

2.4 Antitrust Certification. Neither Proposer nor any firm, corporation, partnership or institution represented by Proposer, nor anyone

acting for such firm, corporation or institution, has violated the antitrust laws of the State of Texas, codified in §15.01 et seq., Business and Commerce Code, or the Federal antitrust laws, nor communicated directly or indirectly the proposal made to any competitor or any other person engaged in such line of business.

2.5 Authority Certification. The individual signing this document and the documents made a part of this RFP, is authorized to sign the

documents on behalf of Proposer and to bind Proposer under any resulting Agreement.

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2.6 Child Support Certification. Under §231.006, Family Code, relating to child support, the individual or business entity named in

Proposer’s proposal is not ineligible to receive award of the Agreement, and any Agreements resulting from this RFP may be terminated if this certification is inaccurate.

2.7 Relationship Certifications. No relationship, whether by blood, marriage, business association, capital funding agreement or by any other such kinship or

connection exists between the owner of any Proposer that is a sole proprietorship, the officers or directors of any Proposer that is a corporation, the partners of any Proposer that is a partnership, the joint venturers of any Proposer that is a joint venture, or the members or managers of any Proposer that is a limited liability company, on one hand, and an employee of any member institution of University, on the other hand, other than the relationships which have been previously disclosed to University in writing.

Proposer has not been an employee of any member institution of University within the immediate twelve (12) months prior to the Submittal Deadline.

No person who, in the past four (4) years served as an executive of a state agency was involved with or has any interest in Proposer’s proposal or any contract resulting from this RFP (ref. §669.003, Government Code).

All disclosures by Proposer in connection with this certification will be subject to administrative review and approval before University enters into any Agreement resulting from this RFP with Proposer.

2.8 Compliance with Equal Employment Opportunity Laws. Proposer is in compliance with all federal laws and regulations pertaining

to Equal Employment Opportunities and Affirmative Action.

2.9 Compliance with Safety Standards. All products and services offered by Proposer to University in response to this RFP meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (Public Law 91-596) and the Texas Hazard Communication Act, Chapter 502, Health and Safety Code, and all related regulations in effect or proposed as of the date of this RFP.

2.10 Exceptions to Certifications. Proposer will and has disclosed, as part of its proposal, any exceptions to the information stated in this Execution of Offer. All information will be subject to administrative review and approval prior to the time University makes an award or enters into any Agreement with Proposer.

2.11 Manufacturer Responsibility and Consumer Convenience Computer Equipment Collection and Recovery Act Certification. If

Proposer will sell or lease computer equipment to University under any Agreement resulting from this RFP then, pursuant to §361.965(c), Health & Safety Code, Proposer is in compliance with the Manufacturer Responsibility and Consumer Convenience Computer Equipment Collection and Recovery Act set forth in Chapter 361, Subchapter Y, Health & Safety Code, and the rules adopted by the Texas Commission on Environmental Quality under that Act as set forth in 30 TAC Chapter 328. §361.952(2), Health & Safety Code, states that, for purposes of the Manufacturer Responsibility and Consumer Convenience Computer Equipment Collection and Recovery Act, the term “computer equipment” means a desktop or notebook computer and includes a computer monitor or other display device that does not contain a tuner.

2.12 Conflict of Interest Certification.

• Proposer is not a debarred vendor or the principal of a debarred vendor (i.e. owner, proprietor, sole or majority shareholder, director, president, managing partner, etc.) either at the state or federal level.

• Proposer’s provision of services or other performance under any Agreement resulting from this RFP will not constitute an actual or potential conflict of interest.

• Proposer has disclosed any personnel who are related to any current or former employees of University. • Proposer has not given, nor does Proposer intend to give, at any time hereafter, any economic opportunity, future employment,

gift, loan, gratuity, special discount, trip, favor or service to an officer or employee of University in connection with this RFP. 2.13 Proposer should complete the following information:

If Proposer is a Corporation, then State of Incorporation: If Proposer is a Corporation, then Proposer’s Corporate Charter Number: _______________ RFP No.: 720-1724 Insurance Brokerage Services

NOTICE: WITH FEW EXCEPTIONS, INDIVIDUALS ARE ENTITLED ON REQUEST TO BE INFORMED ABOUT THE INFORMATION THAT GOVERNMENTAL BODIES OF THE STATE OF TEXAS COLLECT ABOUT SUCH INDIVIDUALS. UNDER §§552.021 AND 552.023, GOVERNMENT CODE, INDIVIDUALS ARE ENTITLED TO RECEIVE AND REVIEW SUCH INFORMATION. UNDER §559.004, GOVERNMENT CODE, INDIVIDUALS ARE ENTITLED TO HAVE GOVERNMENTAL BODIES OF THE STATE OF TEXAS CORRECT INFORMATION ABOUT SUCH INDIVIDUALS THAT IS INCORRECT.

Submitted and Certified By: (Proposer Institution’s Name) (Signature of Duly Authorized Representative) (Printed Name / Title)

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(Date Signed) (Proposer’s Street Address) (City, State, Zip Code) (Telephone Number) (FAX Number) _________________________________________________________________________ (Email Address)

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SECTION 3

PROPOSER’S GENERAL QUESTIONNAIRE NOTICE: WITH FEW EXCEPTIONS, INDIVIDUALS ARE ENTITLED ON REQUEST TO BE INFORMED ABOUT THE INFORMATION THAT GOVERNMENTAL BODIES OF THE STATE OF TEXAS COLLECT ABOUT SUCH INDIVIDUALS. UNDER §§552.021 AND 552.023, GOVERNMENT CODE, INDIVIDUALS ARE ENTITLED TO RECEIVE AND REVIEW SUCH INFORMATION. UNDER §559.004, GOVERNMENT CODE, INDIVIDUALS ARE ENTITLED TO HAVE GOVERNMENTAL BODIES OF THE STATE OF TEXAS CORRECT INFORMATION ABOUT SUCH INDIVIDUALS THAT IS INCORRECT. Proposals must include responses to the questions contained in this Proposer’s General Questionnaire. Proposer should reference the item number and repeat the question in its response. In cases where a question does not apply or if unable to respond, Proposer should refer to the item number, repeat the question, and indicate N / A (Not Applicable) or N / R (No Response), as appropriate. Proposer will explain the reason when responding N / A or N / R. 3.1 Proposer Profile

3.1.1 Legal name of Proposer company:

Address of principal place of business:

Address of office that would be providing service under the Agreement:

Number of years in Business:

State of incorporation: Number of Employees: Annual Revenues Volume: Name of Parent Corporation, if any ______________________________

NOTE: If Proposer is a subsidiary, University prefers to enter into a contract or agreement with the Parent Corporation or to receive assurances of performance from the Parent Corporation.

3.1.2 State whether Proposer will provide a copy of its financial statements for the past two (2) years, if requested by University.

3.1.3 Proposer will provide a financial rating of the Proposer entity and any related documentation (such as a Dunn and Bradstreet

analysis) that indicates the financial stability of Proposer.

3.1.4 Is Proposer currently for sale or involved in any transaction to expand or to become acquired by another business entity? If yes, Proposer will explain the expected impact, both in organizational and directional terms.

3.1.5 Proposer will provide any details of all past or pending litigation or claims filed against Proposer that would affect its

performance under the Agreement with University (if any).

3.1.6 Is Proposer currently in default on any loan agreement or financing agreement with any bank, financial institution, or other entity? If yes, Proposer will specify the pertinent date(s), details, circumstances, and describe the current prospects for resolution.

3.1.7 Proposer will provide a customer reference list of no less than three (3) organizations with which Proposer currently has

contracts and / or to which Proposer has previously provided services (within the past five (5) years) of a type and scope similar to those required by University’s RFP. Proposer will include in its customer reference list the customer’s company name, contact person, telephone number, project description, length of business relationship, and background of services provided by Proposer.

APPENDIX ONE

APPENDIX ONE - RFP # 720-1724 Insurance Brokerage Services Page 8 of 9

3.1.8 Does any relationship exist (whether by family kinship, business association, capital funding agreement, or any other such

relationship) between Proposer and any employee of University? If yes, Proposer will explain.

3.1.9 Proposer will provide the name and Social Security Number for each person having at least 25% ownership interest in Proposer. This disclosure is mandatory pursuant to §231.006, Family Code, and will be used for the purpose of determining whether an owner of Proposer with an ownership interest of at least 25% is more than 30 days delinquent in paying child support. Further disclosure of this information is governed by the Texas Public Information Act (ref. Chapter 552, Government Code), and other applicable law.

3.2 Approach to Project Services

3.2.1 Proposer will provide a statement of the Proposer’s service approach and will describe any unique benefits to University from doing business with Proposer. Proposer will briefly describe its approach for each of the required services identified in Sections 5.3 thru 5.5 Scope of Work of this RFP. Proposer shall disregard this question and shall answer the corresponding question number 10 in Section 5.7.

3.2.2 Proposer will provide an estimate of the earliest starting date for services following execution of the Agreement.

3.2.3 Proposer will submit a work plan with key dates and milestones. The work plan should include:

3.2.3.1 Identification of tasks to be performed;

3.2.3.2 Time frames to perform the identified tasks;

3.2.3.3 Project management methodology;

3.2.3.4 Implementation strategy; and

3.2.3.5 The expected time frame in which the services would be implemented.

3.2.4 Proposer will describe the types of reports or other written documents Proposer will provide (if any) and the frequency of

reporting, if more frequent than required in this RFP. Proposer will include samples of reports and documents if appropriate. 3.3 General Requirements

3.3.1 Proposer will provide summary resumes for its proposed key personnel who will be providing services under the Agreement

with University, including their specific experiences with similar service projects, and number of years of employment with Proposer.

3.3.2 Proposer will describe any difficulties it anticipates in performing its duties under the Agreement with University and how

Proposer plans to manage these difficulties. Proposer will describe the assistance it will require from University. Proposer shall disregard this question and shall answer the corresponding question number 17 in Section 5.7.

3.4 Service Support

Proposer will describe its service support philosophy, how it is implemented, and how Proposer measures its success in maintaining this philosophy. Proposer shall disregard this question and shall answer the corresponding question number 9 in Section 5.7.

3.5 Quality Assurance

Proposer will describe its quality assurance program, its quality requirements, and how they are measured. Proposer shall disregard this question and shall answer the corresponding question number 18 in Section 5.7.

3.6 Miscellaneous

3.6.1 Proposer will provide a list of any additional services or benefits not otherwise identified in this RFP that Proposer would propose to provide to University. Additional services or benefits must be directly related to the goods and services solicited under this RFP. Proposer shall disregard this question and shall answer question number 14 in Section 5.7.

3.6.2 Proposer will provide details describing any unique or special services or benefits offered or advantages to be gained by

University from doing business with Proposer. Additional services or benefits must be directly related to the goods and services solicited under this RFP.

3.6.3 Does Proposer have a contingency plan or disaster recovery plan in the event of a disaster? If so, then Proposer will provide

a copy of the plan.

APPENDIX ONE - RFP # 720-1724 Insurance Brokerage Services Page 9 of 9

SECTION 4

ADDENDA CHECKLIST Proposal of: ___________________________________ (Proposer Company Name) To: The University of Texas System Ref.: Insurance Brokerage Services RFP No.: 720-1724 Ladies and Gentlemen: The undersigned Proposer hereby acknowledges receipt of the following Addenda to the captioned RFP (initial if applicable). Note: If there was only one (1) Addendum, initial just the first blank after No. 1, not all five (5) blanks below. No. 1 _____ No. 2 _____ No. 3 _____ No. 4 _____ No. 5 _____

Respectfully submitted, Proposer: ____________________________

By: ___________________________ (Authorized Signature for Proposer)

Name: _________________________ Title: __________________________ Date: __________________________

APPENDIX TWO Page 1 of 1

APPENDIX TWO

AGREEMENT

(INCLUDED AS SEPARATE ATTACHMENT)

APPENDIX THREE Page 1 of 1

APPENDIX THREE

HUB SUBCONTRACTING PLAN

(INCLUDED AS SEPARATE ATTACHMENT)

APPENDIX FOUR Page 1 of 1

APPENDIX FOUR

CERTIFICATE OF INTERESTED PARTIES (Texas Ethics Commission Form 1295)

This is a sample Texas Ethics Commission’s FORM 1295 – CERTIFICATE OF INTERESTED PARTIES. Contractor must use the Texas Ethics Commission electronic filing web page (at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm) to complete the most current Certificate of Interested Parties form and submit the form as instructed to the Texas Ethics Commission and University. The Certificate of Interested Parties will be submitted only by Contractor to University with the signed Agreement.

NON-EXCLUSIVE AGREEMENT BETWEEN UNIVERSITY AND CONTRACTOR This Non-Exclusive Agreement between University and Contractor ("Agreement") is made and entered into effective as of ________ (the “Effective Date”), by and between The University of Texas System, an agency and institution of higher education established under the laws of the State of Texas (“University”), and ____________________, Federal Tax Identification Number ___________ (“Contractor”). University and Contractor hereby agree as follows:

1. Scope of Work.

1.1 Contractor will perform the scope of the work (Work) in Exhibit A, Scope of Work, to the satisfaction of University and in accordance with the schedule (Schedule) for Work in Exhibit B, Schedule. Time is of the essence in connection with this Agreement. University will have no obligation to accept late performance or waive timely performance by Contractor.

1.2 This Agreement is a non-exclusive contract between University and Contractor. University

has awarded multiple contracts to other agents, brokers, risk management service providers and other third parties for the performance of the Work upon University’s request.

1.3 CONTRACTOR UNDERSTANDS AND AGREES THAT UNIVERSITY HAS MADE NO

REPRESENTATION, ASSURANCE, WARRANTY OR GUARANTY THAT (1) UNIVERSITY WILL REQUEST CONTRACTOR TO SOLICIT INSURANCE POLICIES ON BEHALF OF UNIVERSITY, OR THAT (2) UNIVERSITY WILL PROCURE INSURANCE POLICIES THROUGH CONTRACTOR. FURTHER, CONTRACTOR UNDERSTANDS AND AGREES THAT UNIVERSITY HAS AND DOES SPECIFICALLY DISCLAIM ANY SUCH REPRESENTATIONS, WARRANTIES, ASSURANCES OR GUARANTIES.

1.4 Contractor will obtain, at its own cost, any and all approvals, licenses, filings, registrations and

permits required by federal, state or local, laws, statutes, regulations and ordinances (collectively, Applicable Laws), for the performance of Work.

1.5 Upon execution of this Agreement, all services previously performed by Contractor on behalf

of University and included in the description of Work, will become a part of Work and will be subject to the terms and conditions of this Agreement.

2. The Project. The Work will be provided in connection with _____________________________ and all other

related, necessary and appropriate services (Project). 3. Time for Commencement and Completion.

The term (Initial Term) of this Agreement will begin on the Effective Date and expire on

______________________, 20___, or (i) the last expiration date of any policies University procures through Contractor, or (ii) the day after all claims or disputes related to all policies procured by University through Contractor are finally resolved and settled to University’s satisfaction. University will have the option to renew this Agreement for four (4) additional one (1) year terms (each a Renewal Term). The Initial Term and each Renewal Term are collectively referred to as the Term.

4. Contractor's Obligations.

4.1 Contractor will perform Work in compliance with (a) all Applicable Laws, and (b) the Board of Regents of The University of Texas System Rules and Regulations, the policies of The University of Texas System; and the institutional rules, regulations and policies of University (________________________) (collectively, University Rules). Contractor represents and warrants that neither Contractor nor any firm, corporation or institution represented by Contractor, or anyone acting for the firm, corporation or institution, (1) has violated the antitrust laws of the State of Texas, Chapter 15, Texas Business and Commerce Code, or federal antitrust laws, or (2) has communicated directly or indirectly the content of Contractor’s response to University’s procurement solicitation to any competitor or any other person engaged in a similar line of business during the procurement process for this Agreement.

4.2 Contractor represents and warrants that (a) it will use its best efforts to perform Work in a good

and workmanlike manner and in accordance with the highest standards of Contractor’s profession or business, and (b) all Work to be performed will be of the quality that prevails among similar businesses of superior knowledge and skill engaged in providing similar services in major United States urban areas under the same or similar circumstances.

4.3 Contractor will call to University’s attention in writing all information in any materials supplied

to Contractor (by University or any other party) that Contractor regards as unsuitable, improper or inaccurate in connection with the purposes for which the material is furnished.

4.4 University at all times is relying on Contractor's skill and knowledge in performing Work.

Contractor represents and warrants that Work will be accurate and free from any material defects. Contractor's duties and obligations under this Agreement will not be in any way diminished by reason of any approval by University. Contractor will not be released from any liability by reason of any approval by University.

4.5 Contractor will, at its own cost, correct all material defects in Work as soon as practical after

Contractor becomes aware of the defects. If Contractor fails to correct material defects in Work within a reasonable time, then University may correct the defective Work at Contractor’s expense. This remedy is in addition to, and not in substitution for, any other remedy for defective Work that University may have at law or in equity.

4.6 Contractor will maintain a staff of properly trained and experienced personnel to ensure

satisfactory performance under this Agreement. Contractor will cause all persons connected with Contractor directly in charge of Work to be duly registered and licensed under all Applicable Laws. Contractor will assign to the Project a designated representative who will be responsible for administration and coordination of Work.

4.7 Contractor represents and warrants it is duly organized, validly existing and in good

standing under the laws of the state of its organization; it is duly authorized and in good standing to conduct business in the State of Texas; it has all necessary power and has received all necessary approvals to execute and deliver this Agreement; and the individual executing this Agreement on behalf of Contractor has been duly authorized to act for and bind Contractor.

4.8 Contractor represents and warrants that neither the execution and delivery of this Agreement

by Contractor nor the performance of its duties and obligations under this Agreement will (a) result in the violation of any provision of its organizational documents; (b) result in the violation of any provision of any agreement by which it is bound; or (c) conflict with any order or decree of any court or other body or authority having jurisdiction.

4.9 Contractor represents and warrants that: (i) Work will be performed solely by Contractor, its full-time or part-time employees during the course of their employment, or independent contractors who have assigned in writing all right, title and interest in their work to Contractor (for the benefit of University); (ii) University will receive free, good and clear title to all Work Material developed under this Agreement; (iii) Work Material and the intellectual property rights protecting Work Material are free and clear of all encumbrances, including security interests, licenses, liens, charges and other restrictions; (iv) Work Material will not infringe upon or violate any patent, copyright, trade secret, trademark, service mark or other property right of any former employer, independent contractor, client or other third party; and (v) the use, reproduction, distribution, or modification of Work Material will not violate the rights of any third parties in Work Material, including trade secret, publicity, privacy, copyright, trademark, service mark and patent rights.

4.10 If this Agreement requires Contractor’s presence on University's premises or in University’s

facilities, Contractor agrees to cause its employees, representatives, agents, or subcontractors to become aware of, fully informed about, and in full compliance with all applicable University Rules, including those relative to personal health, security, environmental quality, safety, fire prevention, noise, smoking, and access restrictions.

5. Commissions and Replacement Fees.

5.1 Contractor’s sole compensation for the Work performed by Contractor under this Agreement shall consist of one or more of the following, as determined by University in its sole discretion:

(a) commissions, if any, paid to Contractor by the insurance carriers that issue such

policies; or (b) fees that University pays to Contractor for certain policy and/or risk management

services provided and/or in lieu of commissions paid to Contractor by the insurance carriers that issue such policies (a “Replacement Fee”).

(c) fees that University pays to Contractor for Risk Management Services (a “Service

Fee”) In no event shall Contractor be compensated for the policies procured by University under this

Agreement other than as set forth in this Section 5.1. 5.2 Contractor shall disclose to University in writing all commissions or fees paid or to be paid to

Contractor in connection with insurance policies procured or to be procured by University (including, but not limited to, commissions to be paid to Contractor by insurance carriers). In some cases, University will compensate Contractor through a Replacement Fee in lieu of commissions. Contractor will be compensated on a fee basis for specific policies and services if requested by University and Contractor will provide evidence from insurance carriers that premiums are provided net of commissions for those policies including but not limited to, commissions, fees, contingent commissions, enhanced or supplemental commissions, excess and surplus lines and reinsurance commissions, profit sharing, volume over-rides, work transfer payments, service income, fiduciary funds income, sales incentives, and gifts. Such additional compensation will be treated as belonging to the University and will be treated as an offset against the Replacement Fees.

5.3 The insurance policies procured by University under this Agreement for which Contractor is

paid a Replacement Fee as compensation in whole or in part for those policies are sometimes referred to as “Replacement Fee Policies.”

5.4 In the event that University and Contractor agree that Contractor shall be paid (a) a

Replacement Fee as compensation in whole or in part for one or more Replacement Fee Policies procured by University under this Agreement; or (b) a Service Fee as compensation for Risk Management Services, then University and Contractor shall enter into a written Addendum for those Replacement Fee Policies or Risk Management Services. Each Addendum shall meet the following requirements:

(a) Addendum Formats.

(1) Each Addendum shall be based upon the “Addendum Format” in Exhibit C

and Exhibit D or as negotiated by the parties. (2) The initial Addendum Formats agreed to by University and Contractor under

this Agreement are:

(i) The “Replacement Fee Addendum Format”, as more specifically set forth in Exhibit C attached to this Agreement and incorporated for all purposes, which the University and Contractor shall use in the event that a Replacement Fee is to constitute Contractor’s sole compensation for the identified Replacement Fee Policies procured by University. Contractor will be compensated on a fee basis for specific services if requested by University and Contractor will provide evidence from service providers that premiums are provided net of commissions for those policies including but not limited to, commissions, fees, contingent commissions, enhanced or supplemental commissions, excess and surplus lines and reinsurance commissions, profit sharing, volume over-rides, work transfer payments, service income, fiduciary funds income, sales incentives, and gifts. Such additional compensation will be treated as belonging to the University and will be treated as an offset against the Replacement Fees, and

(ii) the “Risk Management Services Addendum Format”, as more

specifically set forth in Exhibit D attached to this Agreement and incorporated for all purposes, which the University and Contractor shall use in the event that Contractor is to be paid a Service Fee as compensation for Contractor’s performance of Risk Management services not performed in relation to Replacement Fee policies.

(b) Each Addendum shall identify the total amount to be remitted by University to

Contractor under that Addendum (the “Addendum Cap”). Furthermore, each Addendum shall state that the total amount remitted by University to Contractor under that Addendum shall not exceed the Addendum Cap without the prior written approval of University.

5.5 In the event that an Addendum is executed by Contractor and the University Representative

in accordance with Section 5.4 before University has obtained all of the insurance policies or other risk management services that are identified in that Addendum, then the University’s payment obligations under that Addendum shall not be enforceable, and the University shall have no obligation to pay Contractor the Replacement Fee or Service Fee documented in that Addendum, until University has obtained all of the insurance policies or other risk management services identified in that Addendum.

5.6 The Replacement and Service Fees set forth in an Addendum shall include any applicable

federal, state or local sales or use tax that are to be paid by University on the Contractor services set forth in that Addendum.

5.7 After (1) the University Representative and Contractor have executed an Addendum and (2)

University and the insurance carriers have executed all of the insurance policies or obtained the Risk Management Services identified in that Addendum, Contractor shall submit invoices to University as more specifically set forth in that Addendum. University will, no later than the twenty-first (21st) day after the date University receives such an invoice, approve or disapprove the invoice. If University approves the invoice, it shall pay the amount set forth in the invoice to Contractor in accordance with the Texas Prompt Payment Act, Chapter 2251, Texas Government Code; provided, that, Contractor is not in breach of or in default under this Agreement. If the University disapproves the invoice, it shall provide Contractor with specific reasons for the disapproval in writing.

University shall have the right to verify the details set forth in Contractor's invoices, either before or after payment of such invoices, by (1) inspecting the books and records of Contractor relating to the Work performed by Contractor under this Agreement at mutually convenient times; (2) examining any reports with respect to the Work performed by Contractor under this Agreement; (3) interviewing Contractor's and insurance carrier’s employees that have been involved with Work performed by Contractor under this Agreement; (4) visiting any place where performance of all or a portion of the Work performed by Contractor under this Agreement occurs; and (5) other reasonable action.

5.8 University, an agency of the State of Texas, is exempt from Texas Sales & Use Tax on the

Work in accordance with Section 151.309, Texas Tax Code, and Title 34 Texas Administrative Code (“TAC”) Section 3.322.

5.9 In the event that this Agreement is terminated, then within thirty (30) days after termination,

Contractor will reimburse University for all fees paid by University to Contractor that were (a) not earned by Contractor prior to termination, or (b) for goods or services that the University did not receive from Contractor prior to termination.

5.10 So long as Contractor has provided University with its current and accurate Federal Tax

Identification Number in writing, University will pay Contractor for the performance of the Work as set forth in Exhibit A. Contractor understands and agrees that payments under this Agreement may be subject to the withholding requirements of Section 3402 (t) of the Internal Revenue Code.

6. Payment Terms.

6.1 Notwithstanding any provision of this Agreement to the contrary, University will not be obligated to make any payment (whether a Progress Payment or Final Payment) to Contractor if Contractor is in default under this Agreement.

6.2 The cumulative amount of all Progress Payments and the Final Payment (defined below) will

not exceed the Contract Amount in Exhibit C and/or Exhibit D, Payment for Services. 6.3 No payment made by University will (a) be construed to be final acceptance or approval of

that part of the Work to which the payment relates, or (b) relieve Contractor of any of its duties or obligations under this Agreement.

6.4 The acceptance of Final Payment by Contractor will constitute a waiver of all claims by

Contractor except those previously made in writing and identified by Contractor as unsettled at the time of the Final Invoice for payment.

6.5 University will have the right to verify the details in Contractor's invoices and supporting

documentation, either before or after payment, by (a) inspecting the books and records of Contractor at mutually convenient times; (b) examining any reports with respect to the Project; and (c) other reasonable action. In the event University makes any payment in advance of services, the parties agree that University is entitled to full and complete repayment of any sums unearned by Contractor. University may offset or withhold any payment under this Agreement to achieve such repayment. In the event that the Agreement is terminated, any unearned advance payment will be paid to University by Contractor within 30 days of request.

6.6 Section 51.012, Texas Education Code, authorizes University to make payments through

electronic funds transfer methods. Contractor agrees to accept payments from University through those methods, including the automated clearing house system (ACH). Contractor agrees to provide Contractor’s banking information to University in writing on Contractor letterhead signed by an authorized representative of Contractor. Prior to the first payment,

University will confirm Contractor’s banking information. Changes to Contractor’s bank information must be communicated to University in accordance with Section 12.14 in writing at least thirty (30) days before the effective date of the change and must include an IRS Form W-9 signed by an authorized representative of Contractor.

7. Ownership and Use of Work Material.

7.1 All drawings, specifications, plans, computations, sketches, data, photographs, tapes, renderings, models, publications, statements, accounts, reports, studies, and other materials prepared by Contractor or any subcontractors in connection with Work (collectively, Work Material), whether or not accepted or rejected by University, are the sole property of University and for its exclusive use and re-use at any time without further compensation and without any restrictions.

7.2 Contractor grants and assigns to University all rights and claims of whatever nature and

whether now or hereafter arising in and to Work Material and will cooperate fully with University in any steps University may take to obtain or enforce patent, copyright, trademark or like protections with respect to Work Material.

7.3 Contractor will deliver all Work Material to University upon expiration or termination of this

Agreement. University will have the right to use Work Material for the completion of Work or otherwise. University may, at all times, retain the originals of Work Material. Work Material will not be used by any person other than University on other projects unless expressly authorized by University in writing.

7.4 Work Material will not be used or published by Contractor or any other party unless expressly

authorized by University in writing. Contractor will treat all Work Material as confidential. 8. Default and Termination

8.1 In the event of a material failure by a party to this Agreement to perform in accordance with its terms (default), the other party may terminate this Agreement upon thirty (30) days’ written notice of termination setting forth the nature of the material failure; provided, that, the material failure is through no fault of the terminating party. The termination will not be effective if the material failure is fully cured prior to the end of the thirty-day (30-day) period.

8.2 University may, without cause, terminate this Agreement at any time upon giving seven (7)

days’ advance written notice to Contractor. Upon termination pursuant to this Section, Contractor will be entitled to payment of an amount that will compensate Contractor for Work satisfactorily performed from the time of the last payment date to the termination date in accordance with this Agreement; provided, that, Contractor has delivered all Work Material to University. Notwithstanding any provision in this Agreement to the contrary, University will not be required to pay or reimburse Contractor for any services performed or for expenses incurred by Contractor after the date of the termination notice, that could have been avoided or mitigated by Contractor.

8.3 Termination under Sections 8.1 or 8.2 will not relieve Contractor from liability for any default

or breach under this Agreement or any other act or omission of Contractor. 8.4 If Contractor fails to cure any default within thirty (30) days after receiving written notice of the

default, University will be entitled (but will not be obligated) to cure the default and will have the right to offset against all amounts due to Contractor under this Agreement, any and all reasonable expenses incurred in connection with University’s curative actions.

8.5 In the event that this Agreement is terminated, then within thirty (30) days after termination, Contractor will reimburse University for all fees paid by University to Contractor that were (a) not earned by Contractor prior to termination, or (b) for goods or services that University did not receive from Contractor prior to termination.

9. Indemnification

9.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, CONTRACTOR WILL AND DOES HEREBY AGREE TO INDEMNIFY, PROTECT, DEFEND WITH COUNSEL APPROVED BY UNIVERSITY, AND HOLD HARMLESS UNIVERSITY AND RESPECTIVE AFFILIATED ENTERPRISES, REGENTS, OFFICERS, DIRECTORS, ATTORNEYS, EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY, INDEMNITEES) FROM AND AGAINST ALL DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, EXPENSES, AND OTHER CLAIMS OF ANY NATURE, KIND, OR DESCRIPTION, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING (COLLECTIVELY, CLAIMS) BY ANY PERSON OR ENTITY, ARISING OUT OF, CAUSED BY, OR RESULTING FROM CONTRACTOR’S PERFORMANCE UNDER OR BREACH OF THIS AGREEMENT AND THAT ARE CAUSED IN WHOLE OR IN PART BY ANY NEGLIGENT ACT, NEGLIGENT OMISSION OR WILLFUL MISCONDUCT OF CONTRACTOR, ANYONE DIRECTLY EMPLOYED BY CONTRACTOR OR ANYONE FOR WHOSE ACTS CONTRACTOR MAY BE LIABLE. THE PROVISIONS OF THIS SECTION WILL NOT BE CONSTRUED TO ELIMINATE OR REDUCE ANY OTHER INDEMNIFICATION OR RIGHT WHICH ANY INDEMNITEE HAS BY LAW OR EQUITY. ALL PARTIES WILL BE ENTITLED TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE.

9.2 IN ADDITION, CONTRACTOR WILL AND DOES HEREBY AGREE TO INDEMNIFY, PROTECT, DEFEND

WITH COUNSEL APPROVED BY UNIVERSITY, AND HOLD HARMLESS INDEMNITEES FROM AND AGAINST ALL CLAIMS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY INTEREST ARISING BY OR OUT OF THE PERFORMANCE OF SERVICES OR THE PROVISION OF GOODS BY CONTRACTOR, OR THE USE BY INDEMNITEES, AT THE DIRECTION OF CONTRACTOR, OF ANY ARTICLE OR MATERIAL; PROVIDED, THAT, UPON BECOMING AWARE OF A SUIT OR THREAT OF SUIT FOR INFRINGEMENT, UNIVERSITY WILL PROMPTLY NOTIFY CONTRACTOR AND CONTRACTOR WILL BE GIVEN THE OPPORTUNITY TO NEGOTIATE A SETTLEMENT. IN THE EVENT OF LITIGATION, UNIVERSITY AGREES TO REASONABLY COOPERATE WITH CONTRACTOR. ALL PARTIES WILL BE ENTITLED TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE.

10. Relationship of the Parties.

For all purposes of this Agreement and notwithstanding any provision of this Agreement to the contrary, Contractor is an independent contractor and is not a state employee, partner, joint venturer, or agent of University. Contractor will not bind nor attempt to bind University to any agreement or contract. As an independent contractor, Contractor is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including workers’ compensation insurance.

11. Insurance.

11.1 Contractor, consistent with its status as an independent contractor will carry and will cause its subcontractors to carry, at least the following insurance, with companies authorized to do insurance business in the State of Texas or eligible surplus lines insurers operating in accordance with the Texas Insurance Code, having an A.M. Best Rating of A-:VII or better, and in amounts not less than the following minimum limits of coverage:

11.1.1 Workers’ Compensation Insurance with statutory limits, and Employer’s Liability

Insurance with limits of not less than $1,000,000: Employers Liability - Each Accident $1,000,000

Employers Liability - Each Employee $1,000,000 Employers Liability - Policy Limit $1,000,000 Workers’ Compensation policy must include under Item 3.A. of the information page of the Workers’ Compensation policy the state in which Work is to be performed for University.

11.1.2 Commercial General Liability Insurance with limits of not less than:

Each Occurrence Limit $1,000,000 Damage to Rented Premises $ 300,000 Personal & Advertising Injury $1,000,000 General Aggregate $2,000,000 Products - Completed Operations Aggregate $2,000,000 The required Commercial General Liability policy will be issued on a form that insures Contractor’s and subcontractor’s liability for bodily injury (including death), property damage, personal, and advertising injury assumed under the terms of this Agreement.

11.1.3 Business Auto Liability Insurance covering all owned, non-owned or hired

automobiles, with limits of not less than $1,000,000 single limit of liability per accident for Bodily Injury and Property Damage;

11.1.4 Professional Liability (Errors & Omissions) Insurance with limits of not less than

$5,000,000 each occurrence. Such insurance will cover all Work performed by or on behalf of Contractor and its subcontractors under this Agreement. Renewal policies written on a claims-made basis will maintain the same retroactive date as in effect at the inception of this Agreement. If coverage is written on a claims-made basis, Contractor agrees to purchase an Extended Reporting Period Endorsement, effective twenty-four (24) months after the expiration or cancellation of the policy. No Professional Liability policy written on an occurrence form will include a sunset or similar clause that limits coverage unless such clause provides coverage for at least twenty-four (24) months after the expiration or termination of this Agreement for any reason.

11.2 Contractor will deliver to University:

11.2.1 Evidence of insurance on a Texas Department of Insurance approved certificate

form verifying the existence and actual limits of all required insurance policies after the execution and delivery of this Agreement and prior to the performance of any Work by Contractor under this Agreement. Additional evidence of insurance will be provided verifying the continued existence of all required insurance no later than thirty (30) days after each annual insurance policy renewal.

11.2.1.1 All insurance policies (with the exception of workers’ compensation,

employer’s liability and professional liability) will be endorsed and name the Board of Regents of The University of Texas System and University as Additional Insureds for liability caused in whole or in part by Contractor’s acts or omissions with respect to its on-going and completed operations up to the actual liability limits of the required insurance policies maintained by Contractor. Commercial General Liability Additional Insured endorsement including ongoing and completed operations coverage will be submitted with the Certificates of Insurance. Commercial General Liability and Business Auto Liability will be endorsed to provide primary and non-contributory coverage.

11.2.1.2 Contractor hereby waives all rights of subrogation against the Board of

Regents of The University of Texas System and University. All insurance policies will be endorsed to provide a waiver of subrogation in favor of the Board of Regents of The University of Texas System and University. No policy will be canceled until after thirty (30) days' unconditional written notice to University. All insurance policies will be endorsed to require the insurance carrier providing coverage to send notice to University thirty (30) days prior to any cancellation, material change, or non-renewal relating to any insurance policy required in this Section 11.

11.2.1.3 Contractor will pay any deductible or self-insured retention for any loss.

Any self-insured retention must be declared to and approved by University prior to the performance of any Work by Contractor under this Agreement. All deductibles and self-insured retentions will be shown on the Certificates of Insurance.

11.2.1.4 Certificates of Insurance and Additional Insured Endorsements as

required by this Agreement will be mailed, faxed, or emailed to the following University contact:

Name: Address: Facsimile Number: Email Address:

11.3 Contractor’s or subcontractor’s insurance will be primary to any insurance carried or self-insurance program established by University or. Contractor’s or subcontractor’s insurance will be kept in force until all Work has been fully performed and accepted by University in writing, except as provided in this Section 11.3. 11.3.1 Professional Liability Insurance coverage written on a claims-made basis requires

Contractor to purchase an Extended Reporting Period Endorsement, effective for twenty-four (24) months after the expiration or cancellation of the policy.

12. Miscellaneous.

12.1 Assignment and Subcontracting. Except as specifically provided in Exhibit E, Historically

Underutilized Business Subcontracting Plan, Contractor's interest in this Agreement (including Contractor’s duties and obligations under this Agreement, and the fees due to Contractor under this Agreement) may not be subcontracted, assigned, delegated, or otherwise transferred to a third party, in whole or in part, and any attempt to do so will (a) not be binding on University; and (b) be a breach of this Agreement for which Contractor will be subject to all remedial actions provided by Applicable Laws, including Chapter 2161, Texas Government Code, and 34 TAC §§20.101 – 20.108. The benefits and burdens of this Agreement are assignable by University.

12.2 Texas Family Code Child Support Certification. Pursuant to §231.006, Texas Family Code,

Contractor certifies it is not ineligible to receive the award of or payments under this Agreement, and acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate.

12.3 Tax Certification. If Contractor is a taxable entity as defined by Chapter 171, Texas Tax

Code, then Contractor certifies it is not currently delinquent in the payment of any taxes due under Chapter 171, Contractor is exempt from the payment of those taxes, or Contractor is an out-of-state taxable entity that is not subject to those taxes, whichever is applicable.

12.4 Payment of Debt or Delinquency to the State. Pursuant to §§2107.008 and 2252.903,

Texas Government Code, Contractor agrees any payments owing to Contractor under this Agreement may be applied directly toward any debt or delinquency Contractor owes the State of Texas or any agency of the State of Texas, regardless of when it arises, until paid in full.

12.5 Loss of Funding. Performance by University under this Agreement may be dependent

upon the appropriation and allotment of funds by the Texas State Legislature (Legislature) and/or allocation of funds by the Board of Regents of The University of Texas System (Board). If Legislature fails to appropriate or allot necessary funds, or Board fails to allocate necessary funds, then University will issue written notice to Contractor and University may terminate this Agreement without further duty or obligation. Contractor acknowledges that appropriation, allotment, and allocation of funds are beyond University’s control.

12.6 Entire Agreement; Modifications. This Agreement (including all exhibits, schedules,

supplements and other attachments (collectively, Exhibits)) supersedes all prior agreements, written or oral, between Contractor and University and will constitute the entire Agreement and understanding between the parties with respect to its subject matter. This Agreement and each of its provisions will be binding upon the parties, and may not be waived, modified, amended or altered, except by a writing signed by University and Contractor. All Exhibits are attached to this Agreement and incorporated for all purposes.

12.7 Force Majeure. Neither party hereto will be liable or responsible to the other for any loss or

damage or for any delays or failure to perform due to causes beyond its reasonable control

including acts of God, strikes, epidemics, war, riots, flood, fire, sabotage, or any other circumstances of like character (force majeure occurrence). Provided, however, in the event of a force majeure occurrence, Contractor agrees to use its best efforts to mitigate the impact of the occurrence so that University may continue to provide mission critical services during the occurrence.

12.8 Captions. The captions of sections and subsections in this Agreement are for convenience

only and will not be considered or referred to in resolving questions of interpretation or construction.

12.9 Venue; Governing Law. Travis County, Texas, will be the proper place of venue for suit on

or in respect of this Agreement. This Agreement, all of its terms and conditions and all of the rights and obligations of its parties, will be construed, interpreted and applied in accordance with, governed by and enforced under, the laws of the State of Texas.

12.10 Waivers. No delay or omission in exercising any right accruing upon a default in performance

of this Agreement will impair any right or be construed to be a waiver of any right. A waiver of any default under this Agreement will not be construed to be a waiver of any subsequent default under this Agreement.

12.11 Confidentiality and Safeguarding of University Records; Press Releases; Public

Information. Under this Agreement, Contractor may (1) create, (2) receive from or on behalf of University, or (3) have access to, records or record systems (collectively, University Records). Among other things, University Records may contain social security numbers, credit card numbers, or data protected or made confidential or sensitive by Applicable Laws. Contractor represents, warrants, and agrees that it will: (1) hold University Records in strict confidence and will not use or disclose University Records except as (a) permitted or required by this Agreement, (b) required by Applicable Laws, or (c) otherwise authorized by University in writing; (2) safeguard University Records according to reasonable administrative, physical and technical standards (such as standards established by the National Institute of Standards and Technology and the Center for Internet Security, as well as the Payment Card Industry Data Security Standards) that are no less rigorous than the standards by which Contractor protects its own confidential information; (3) continually monitor its operations and take any action necessary to assure that University Records are safeguarded and the confidentiality of University Records is maintained in accordance with all Applicable Laws and the terms of this Agreement; and (4) comply with University Rules regarding access to and use of University’s computer systems, including UTS165. At the request of University, Contractor agrees to provide University with a written summary of the procedures Contractor uses to safeguard and maintain the confidentiality of University Records.

12.11.1 Notice of Impermissible Use. If an impermissible use or disclosure of any

University Records occurs, Contractor will provide written notice to University within one (1) business day after Contractor’s discovery of that use or disclosure. Contractor will promptly provide University with all information requested by University regarding the impermissible use or disclosure.

12.11.2 Return of University Records. Contractor agrees that within thirty (30) days

after the expiration or termination of this Agreement, for any reason, all University Records created or received from or on behalf of University will be (1) returned to University, with no copies retained by Contractor; or (2) if return is not feasible, destroyed. Twenty (20) days before destruction of any University Records, Contractor will provide University with written notice of Contractor’s intent to destroy University Records. Within five (5) days after destruction,

Contractor will confirm to University in writing the destruction of University Records.

12.11.3 Disclosure. If Contractor discloses any University Records to a subcontractor

or agent, Contractor will require the subcontractor or agent to comply with the same restrictions and obligations as are imposed on Contractor by this Section 12.11.

12.11.4 Press Releases. Except when defined as part of Work, Contractor will not make

any press releases, public statements, or advertisement referring to the Project or the engagement of Contractor as an independent contractor of University in connection with the Project, or release any information relative to the Project for publication, advertisement or any other purpose without the prior written approval of University.

12.11.5 Public Information. University strictly adheres to all statutes, court decisions

and the opinions of the Texas Attorney General with respect to disclosure of public information under the Texas Public Information Act (TPIA), Chapter 552, Texas Government Code. In accordance with §§552.002 and 2252.907, Texas Government Code, and at no additional charge to University, Contractor will make any information created or exchanged with University pursuant to this Agreement (and not otherwise exempt from disclosure under TPIA) available in a format reasonably requested by University that is accessible by the public.

12.11.6 Termination. In addition to any other termination rights in this Agreement and

any other rights at law or equity, if University reasonably determines that Contractor has breached any of the restrictions or obligations in this Section, University may immediately terminate this Agreement without notice or opportunity to cure.

12.11. Duration. The restrictions and obligations under this Section will survive

expiration or termination of this Agreement for any reason. 12.12 Binding Effect. This Agreement will be binding upon and inure to the benefit of the parties

hereto and their respective permitted assigns and successors. 12.13 Records. Records of Contractor's costs, reimbursable expenses pertaining to the Project and

payments will be available to University or its authorized representative during business hours and will be retained for four (4) years after final Payment or abandonment of the Project, unless University otherwise instructs Contractor in writing.

12.14 Notices. Except as otherwise provided by this Section, notices, consents, approvals,

demands, requests or other communications required or permitted under this Agreement, will be in writing and sent via certified mail, hand delivery, overnight courier, facsimile transmission (to the extent a facsimile number is provided below), or email (to the extent an email address is provided below) as indicated below, and notice will be deemed given (i) if delivered by certified mailed, when deposited, postage prepaid, in the United States mail, or (ii) if delivered by hand, overnight courier, facsimile (to the extent a facsimile number is provided below) or email (to the extent an email address is provided below), when received:

If to University: __________________________

__________________________ __________________________ __________________________

Fax: ______________________ Email: _____________________

Attention: __________________

with copy to: __________________________ __________________________ __________________________ Fax: ______________________ Email: _____________________ Attention: __________________

If to Contractor: _________________________ _________________________ _________________________

Fax: ______________________ Email: _____________________

Attention: _________________

or other person or address as may be given in writing by either party to the other in accordance with this Section.

Notwithstanding any other requirements for notices given by a party under this Agreement, if Contractor intends to deliver written notice to University pursuant to §2251.054, Texas Government Code, then Contractor will send that notice to University as follows:

_________________________ __________________________ __________________________ Fax: ______________________ Email: _____________________ Attention: __________________ with copy to: _________________________ __________________________ __________________________ Fax: ______________________ Email: ____________________ Attention: _________________

or other person or address as may be given in writing by University to Contractor in accordance with this Section.

12.15 Severability. In case any provision of this Agreement will, for any reason, be held invalid or

unenforceable in any respect, the invalidity or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if the invalid or unenforceable provision had not been included.

12.16 State Auditor’s Office. Contractor understands acceptance of funds under this

Agreement constitutes acceptance of authority of the Texas State Auditor's Office or any successor agency (Auditor), to conduct an audit or investigation in connection with those funds (ref. §§51.9335(c), 73.115(c) and 74.008(c), Texas Education Code). Contractor agrees to cooperate with Auditor in the conduct of the audit or investigation, including providing all records requested. Contractor will include this provision in all contracts with permitted subcontractors.

12.17 Limitation of Liability. EXCEPT FOR UNIVERSITY’S OBLIGATION (IF ANY) TO PAY CONTRACTOR CERTAIN FEES AND EXPENSES UNIVERSITY WILL HAVE NO LIABILITY TO CONTRACTOR OR TO ANYONE CLAIMING THROUGH OR UNDER CONTRACTOR BY REASON OF THE EXECUTION OR PERFORMANCE OF THIS AGREEMENT. NOTWITHSTANDING ANY DUTY OR OBLIGATION OF UNIVERSITY TO CONTRACTOR OR TO ANYONE CLAIMING THROUGH OR UNDER CONTRACTOR, NO PRESENT OR FUTURE AFFILIATED ENTERPRISE, SUBCONTRACTOR, AGENT, OFFICER, DIRECTOR, EMPLOYEE, REPRESENTATIVE, ATTORNEY OR REGENT OF UNIVERSITY, OR THE UNIVERSITY OF TEXAS SYSTEM, OR ANYONE CLAIMING UNDER UNIVERSITY HAS OR WILL HAVE ANY PERSONAL LIABILITY TO CONTRACTOR OR TO ANYONE CLAIMING THROUGH OR UNDER CONTRACTOR BY REASON OF THE EXECUTION OR PERFORMANCE OF THIS AGREEMENT.

12.18 Survival of Provisions. No expiration or termination of this Agreement will relieve either party of any obligations under this Agreement that by their nature survive expiration or termination, including Sections 6.7, 9, 12.5, 12.9, 12.10, 12.11, 12.13, 12.16, 12.17, 12.19 and 12.21.

12.19 Breach of Contract Claims. To the extent that Chapter 2260, Texas Government Code,

as it may be amended from time to time (Chapter 2260), is applicable to this Agreement and is not preempted by other Applicable Laws, the dispute resolution process provided for in Chapter 2260 will be used, as further described herein, by University and Contractor to attempt to resolve any claim for breach of contract made by Contractor:

12.19.1.1 Contractor’s claims for breach of this Agreement that the parties

cannot resolve pursuant to other provisions of this Agreement or in the ordinary course of business will be submitted to the negotiation process provided in subchapter B of Chapter 2260. To initiate the process, Contractor will submit written notice, as required by subchapter B of Chapter 2260, to University in accordance with the notice provisions in this Agreement. Contractor's notice will specifically state that the provisions of subchapter B of Chapter 2260 are being invoked, the date and nature of the event giving rise to the claim, the specific contract provision that University allegedly breached, the amount of damages Contractor seeks, and the method used to calculate the damages. Compliance by Contractor with subchapter B of Chapter 2260 is a required prerequisite to Contractor's filing of a contested case proceeding under subchapter C of Chapter 2260. The chief business officer of University, or another officer of University as may be designated from time to time by University by written notice to Contractor in accordance with the notice provisions in this Agreement, will examine Contractor's claim and any counterclaim and negotiate with Contractor in an effort to resolve the claims.

12.19.1.2 If the parties are unable to resolve their disputes under Section

12.19.1.1, the contested case process provided in subchapter C of Chapter 2260 is Contractor’s sole and exclusive process for seeking a remedy for any and all of Contractor's claims for breach of this Agreement by University.

12.19.1.3 Compliance with the contested case process provided in subchapter

C of Chapter 2260 is a required prerequisite to seeking consent to sue from the Legislature under Chapter 107, Texas Civil Practices and Remedies Code. The parties hereto specifically agree that (i) neither the execution of this Agreement by University nor any

other conduct, action or inaction of any representative of University relating to this Agreement constitutes or is intended to constitute a waiver of University's or the state's sovereign immunity to suit and (ii) University has not waived its right to seek redress in the courts.

12.19.2 The submission, processing and resolution of Contractor’s claim is governed

by the published rules adopted by the Texas Attorney General pursuant to Chapter 2260, as currently effective, thereafter enacted or subsequently amended.

12.19.3 University and Contractor agree that any periods provided in this Agreement

for notice and cure of defaults are not waived. 12.20 Undocumented Workers. The Immigration and Nationality Act (8 USC §1324a)

(Immigration Act) makes it unlawful for an employer to hire or continue employment of undocumented workers. The United States Immigration and Customs Enforcement Service has established the Form I-9 Employment Eligibility Verification Form (I-9 Form) as the document to be used for employment eligibility verification (8 CFR §274a). Among other things, Contractor is required to: (1) have all employees complete and sign the I-9 Form certifying that they are eligible for employment; (2) examine verification documents required by the I-9 Form to be presented by the employee and ensure the documents appear to be genuine and related to the individual; (3) record information about the documents on the I-9 Form, and complete the certification portion of the I-9 Form; and (4) retain the I-9 Form as required by Applicable Laws. It is illegal to discriminate against any individual (other than a citizen of another country who is not authorized to work in the United States) in hiring, discharging, or recruiting because of that individual's national origin or citizenship status. If Contractor employs unauthorized workers during performance of this Agreement in violation of the Immigration Act then, in addition to other remedies or penalties prescribed by Applicable Laws, University may terminate this Agreement in accordance with Section 8. Contractor represents and warrants that it is in compliance with and agrees that it will remain in compliance with the provisions of the Immigration Act.

12.21 Limitations. THE PARTIES ARE AWARE THERE ARE CONSTITUTIONAL AND STATUTORY

LIMITATIONS (LIMITATIONS) ON THE AUTHORITY OF UNIVERSITY (A STATE AGENCY) TO ENTER INTO CERTAIN TERMS AND CONDITIONS THAT MAY BE PART OF THIS AGREEMENT, INCLUDING TERMS AND CONDITIONS RELATING TO LIENS ON UNIVERSITY’S PROPERTY; DISCLAIMERS AND LIMITATIONS OF WARRANTIES; DISCLAIMERS AND LIMITATIONS OF LIABILITY FOR DAMAGES; WAIVERS, DISCLAIMERS AND LIMITATIONS OF LEGAL RIGHTS, REMEDIES, REQUIREMENTS AND PROCESSES; LIMITATIONS OF PERIODS TO BRING LEGAL ACTION; GRANTING CONTROL OF LITIGATION OR SETTLEMENT TO ANOTHER PARTY; LIABILITY FOR ACTS OR OMISSIONS OF THIRD PARTIES; PAYMENT OF ATTORNEYS’ FEES; DISPUTE RESOLUTION; INDEMNITIES; AND CONFIDENTIALITY, AND TERMS AND CONDITIONS RELATED TO LIMITATIONS WILL NOT BE BINDING ON UNIVERSITY EXCEPT TO THE EXTENT AUTHORIZED BY THE LAWS AND CONSTITUTION OF THE STATE OF TEXAS.

12.22 Ethics Matters; No Financial Interest. Contractor and its employees, agents,

representatives and subcontractors have read and understand University’s Conflicts of Interest Policy, University’s Standards of Conduct Guide, and applicable state ethics laws and rules at http://utsystem.edu/offices/general-counsel/ethics. Neither Contractor nor its employees, agents, representatives or subcontractors will assist or cause University employees to violate University’s Conflicts of Interest Policy, University’s Standards of Conduct Guide, or applicable state ethics laws or rules. Contractor represents and warrants that no member of the Board has a direct or indirect financial interest in the transaction that is the subject of this Agreement.

Further, Contractor agrees to comply with §2252.908, Texas Government Code (Disclosure of Interested Parties Statute), and 1 TAC §§46.1 through 46.5 (Disclosure of Interested Parties Regulations), as implemented by the Texas Ethics Commission (TEC), including, among other things, providing the TEC and University with information required on the form promulgated by TEC. Proposers may learn more about these disclosure requirements, including the use of TEC’s electronic filing system, by reviewing the information on TEC’s website at https://www.ethics.state.tx.us/whatsnew/FAQ_Form1295.html.

12.23 Enforcement. Contractor agrees and acknowledges that University is entering into this

Agreement in reliance on Contractor's special and unique knowledge and abilities with respect to performing Work. Contractor's services provide a peculiar value to University. University cannot be reasonably or adequately compensated in damages for the loss of Contractor’s services. Accordingly, Contractor acknowledges and agrees that a breach by Contractor of the provisions of this Agreement will cause University irreparable injury and damage. Contractor, therefore, expressly agrees that University will be entitled to injunctive and/or other equitable relief in any court of competent jurisdiction to prevent or otherwise restrain a breach of this Agreement.

12.24 Access by Individuals with Disabilities. Contractor represents and warrants (EIR

Accessibility Warranty) the electronic and information resources and all associated information, documentation, and support Contractor provides to University under this Agreement (EIRs) comply with applicable requirements in 1 TAC Chapter 213 and 1 TAC §206.70 (ref. Subchapter M, Chapter 2054, Texas Government Code). To the extent Contractor becomes aware the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, then Contractor represents and warrants it will, at no cost to University, either (1) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty or (2) replace the EIRs with new EIRs that satisfy the EIR Accessibility Warranty. If Contractor fails or is unable to do so, University may terminate this Agreement and, within thirty (30) days after termination, Contractor will refund to University all amounts University paid under this Agreement.

12.25 Historically Underutilized Business Subcontracting Plan. Contractor agrees to use good

faith efforts to subcontract Work in accordance with the Historically Underutilized Business Subcontracting Plan (HSP) (ref. Exhibit E). Contractor agrees to maintain business records documenting its compliance with the HSP and to submit a monthly compliance report to University in the format required by Texas Procurement and Support Services Division of the Texas Comptroller of Public Accounts or any successor agency (collectively, TPSS). Submission of compliance reports will be required as a condition for payment under this Agreement. If University determines that Contractor has failed to subcontract as set out in the HSP, University will notify Contractor of any deficiencies and give Contractor an opportunity to submit documentation and explain why the failure to comply with the HSP should not be attributed to a lack of good faith effort by Contractor. If University determines that Contractor failed to implement the HSP in good faith, University, in addition to any other remedies, may report nonperformance to the TPSS in accordance with 34 TAC §§20.101 through 20.108. University may also revoke this Agreement for breach and make a claim against Contractor. 12.25.1 Changes to the HSP. If at any time during the Term, Contractor desires to

change the HSP, before the proposed changes become effective (a) Contractor must comply with 34 TAC §20.14; (b) the changes must be reviewed and approved by University; and (c) if University approves changes to the HSP, this Agreement must be amended in accordance with Section 12.6 to replace the HSP with the revised subcontracting plan.

12.25.2 Expansion of Work. If University expands the scope of Work through a change order or any other amendment, University will determine if the additional Work contains probable subcontracting opportunities not identified in the initial solicitation for Work. If University determines additional probable subcontracting opportunities exist, Contractor will submit an amended subcontracting plan covering those opportunities. The amended subcontracting plan must comply with the provisions of 34 TAC §20.14 before (a) this Agreement may be amended to include the additional Work; or (b) Contractor may perform the additional Work. If Contractor subcontracts any of the additional subcontracting opportunities identified by University without prior authorization and without complying with 34 TAC §20.14, Contractor will be deemed to be in breach of this Agreement under Section 8 and will be subject to any remedial actions provided by Applicable Laws, including Chapter 2161, Texas Government Code, and 34 TAC §20.14. University may report nonperformance under this Agreement to the TPSS in accordance with 34 TAC §§20.101 through 20.108.

12.26 Responsibility for Individuals Performing Work; Criminal Background Checks. Each

individual who is assigned to perform Work under this Agreement will be an employee of Contractor or an employee of a subcontractor engaged by Contractor. Contractor is responsible for the performance of all individuals performing Work under this Agreement. Prior to commencing Work, Contractor will (1) provide University with a list (List) of all individuals who may be assigned to perform Work on University’s premises and (2) have an appropriate criminal background screening performed on all the individuals on the List. Contractor will determine on a case-by-case basis whether each individual assigned to perform Work is qualified to provide the services. Contractor will not knowingly assign any individual to provide services on University’s premises who has a history of criminal conduct unacceptable for a university campus or healthcare center, including violent or sexual offenses. Contractor will update the List each time there is a change in the individuals assigned to perform Work on University’s premises.

Prior to commencing performance of Work under this Agreement, Contractor will provide

University a letter signed by an authorized representative of Contractor certifying compliance with this Section. Contractor will provide University an updated certification letter each time there is a change in the individuals on the List.

12.27 Office of Inspector General Certification. Contractor acknowledges that University is

prohibited by federal regulations from allowing any employee, representative, agent or subcontractor of Contractor to work on site at University’s premises or facilities if that individual is not eligible to work on federal healthcare programs including Medicare, Medicaid, or other similar federal programs. Therefore, Contractor will not assign any employee, representative, agent or subcontractor that appears on the List of Excluded Individuals issued by the United States Office of the Inspector General (OIG) to work on site at University’s premises or facilities. Contractor will perform an OIG sanctions check quarterly on each of its employees, representatives, agents, and subcontractors during the time the employees, representatives, agents, or subcontractors are assigned to work on site at University’s premises or facilities. Contractor acknowledges that University will require immediate removal of any employee, representative, agent, or subcontractor of Contractor assigned to work at University‘s premises or facilities if the employee, representative, agent, or subcontractor is found to be on the OIG's List of Excluded Individuals. The OIG's List of Excluded Individuals may be accessed through the following Internet website: http://exclusions.oig.hhs.gov/

12.28 External Terms. This Agreement completely supplants, replaces, and overrides all other terms and conditions or agreements, written or oral, concerning Contractor’s performance or provision of goods or services under this Agreement (External Terms). External Terms are null and void and will have no effect under this Agreement, even if University or its employees, contractors, or agents express assent or agreement to External Terms. External Terms include any shrinkwrap, clickwrap, browsewrap, web-based terms and conditions of use, and any other terms and conditions displayed in any format that University or its employees, contractors, or agents are required to accept or agree to before or in the course of accessing or using any goods or services provided by Contractor.

University and Contractor have executed and delivered this Agreement to be effective as of the Effective Date. UNIVERSITY: CONTRACTOR: THE UNIVERSITY OF TEXAS By: By: ___________________________ Name: ____________________ Name: ________________________ Title: ____________________ Title: __________________________ Attach: EXHIBIT A – Scope of Work EXHIBIT B – Schedule EXHIBIT C – Replacement Fee Addendum Format EXHIBIT D – Risk Management Services Addendum Format EXHIBIT E – HUB Subcontracting Plan

EXHIBIT A SCOPE OF WORK [Note: Provide a detailed description and break-down of all tasks Contractor is to perform and technical standards for the tasks, if appropriate.]

EXHIBIT B SCHEDULE

INTENTIONALLY LEFT BLANK

EXHIBIT C REPLACEMENT FEE ADDENDUM FORMAT This Addendum to Non-Exclusive Agreement Between University and Contractor (this "Addendum") is made and entered into by and between the Board of Regents of The University of Texas System, an agency and institution of higher education organized under the laws of the State of Texas ("University"), and ______________________., Federal Tax Identification Number _________ (“Contractor”). I. Overview. This Addendum identifies the Replacement Fee for certain insurance policies and/or risk

management services University obtains through or from Contractor under the “Non-Exclusive Agreement Between University and Contractor” dated effective __________, 20__ (the “Agreement”), as more specifically set forth in Section 5.4 of the Agreement.

II. Identification of Policies: The Replacement Fee identified in this Addendum shall constitute

Contractor’s sole compensation for the following insurance policies procured by University through Contractor under the Agreement (the “Policies”):

_______________________ issued by ____________________________ _______________________ issued by__________________________________ _______________________ issued by_________________________________ Provided, however, if any of the above Policies or risk management services are not obtained by the University (“Unobtained Policies or Services”), the University shall not be required to pay to Contractor that portion of the Replacement Fee set forth in this Addendum applicable to Unobtained Policies.

III. Identification and Payment of Replacement Fee: The Replacement Fee for the Policies and/or risk

management services shall consist of a “Fixed Fee” and/or an “Hourly Fee”, which are calculated as follows:

A. Fixed Fee:

(1) Definition. University shall pay Contactor a Fixed Fee of $____________ for Contractor’s performance of the following (check and complete all that apply):

____ Implementation of Insurance Program services, as set forth in Section A of Exhibit A to the Agreement.

____ Policyholder Services, as set forth in Section B of Exhibit A to the

Agreement. ____ Risk Management Services, as set forth in Section C of Exhibit A to the

Agreement. ____ Safety and Loss Prevention Services, as set forth below:

{identify the specific Safety and Loss Prevention Services that University shall pay Contactor a Fixed Fee to perform}; __________________________________________________ __________________________________________________

____ Claims Handling services, as set forth in Section D of Exhibit A to the

Agreement.

It is the express intention of the parties to this Agreement that the Fixed Fees described in this Exhibit represent the exclusive compensation allowed for the services described. Therefore, any additional compensation, beyond that set forth in this compensation provision, received by the Contractor, any of its affiliates, or any other intermediary broker during the term of this agreement, including, but not limited to: commissions, fees, contingent commissions, enhanced or supplemental commissions, excess and surplus lines and reinsurance commissions, profit sharing, volume over-rides, work transfer payments, service income, fiduciary funds income, sales incentives, and gifts, must be promptly reported to the University. Such additional compensation will be treated as belonging to the University and will be treated as an offset against the Fixed Fees. Accordingly, all such compensation must be immediately reported to University in accordance with the Scope of Work as set forth in Exhibit A.

(2) Fixed Fee Invoices. Contractor shall invoice the University for the Fixed Fee as

follows (check and complete one of the following):

___ Contractor shall submit a single invoice for the entire Fixed Fee to the University on ____________________ {specify the date that Contractor shall submit the single invoice to University};

___ Contractor shall invoice the Fixed Fee to University in equal monthly

installments of $________ each, starting on _________ {identify start date} and ending on _________ {identify end date}

___ Contractor shall invoice the Fixed Fee to University in equal quarterly

installments of $__________ each, starting on _________ {identify start date} and ending on _________ {identify end date}

___ Other (please describe in full):

__________________________________________________ __________________________________________________ __________________________________________________

B. Hourly Fee:

(1) Definition. University shall pay Contractor a Hourly Fee of $______ per hour, up to a

maximum of $___________, for Contractor’s performance of the following services during the period starting on _________ {identify start date} and ending on _________ {identify end date} (the “Hourly Fee Period”) (check and complete all of the following that apply):

____ Implementation of Insurance Program services, as set forth in Section A of

Exhibit A to the Agreement. ____ Policyholder Services, as set forth in Section B of Exhibit A to the

Agreement. ____ Risk Management Services, as set forth in Section C of Exhibit A to the

Agreement. ____ Safety and Loss Prevention Services, as set forth below:

{identify the specific Safety and Loss Prevention Services that University shall pay Contactor a Fixed Fee to perform}; __________________________________________________ __________________________________________________

____ Claims Handling services, as set forth in Section D of Exhibit A to the Agreement.

NOTE: Please ensure that the services identified above are not also identified in Section III. A. (1) of this Addendum.

(2) Hourly Fee Invoices: Following the end of each calendar month during the Hourly

Fee Period, Contractor shall submit an invoice to University that shall set forth:

(a) the number of hours Contractor performed the services identified in Section III. B. (1) of this Addendum during the previous calendar month (the “Monthly Hours”), and

(b) the total fee that Contractor shall charge University for its performance of

such services during the previous calendar month, which shall equal the Hourly Fee set forth in Section III. B. (1) of this Addendum multiplied by the Monthly Hours identified in that invoice.

IV. Addendum Cap. The total amount remitted by University to Contractor under this Addendum shall not

exceed $_______________ (“Addendum Cap”) without the prior written approval of University. {identify the maximum amount that University shall pay to Contractor under this Addendum}

IN WITNESS WHEREOF, University and Contractor have executed and delivered this Addendum as a sealed instrument effective as of the later of the two (2) dates specified below: UNIVERSITY: CONTRACTOR: THE UNIVERSITY OF TEXAS SYSTEM Name: Scott C. Kelley Name: ___________________________ Title: Executive Vice Chancellor for Title: ____________________________ Business Affairs Date: __________________________ Date: __________________________

EXHIBIT D

RISK MANAGEMENT SERVICES ADDENDUM FORMAT This Addendum to Non-Exclusive Agreement Between University and Contractor (this "Addendum") is made and entered into by and between The University of Texas System, an agency and institution of higher education authorized under the laws of the State of Texas ("University"), and ________________, Federal Tax Identification Number __________________ ("Contractor"). I. Overview. This Addendum identifies the Service Fees University shall pay to Contractor for

Contractor’s performance of Risk Management Services not related to Replacement Fee policies, as more specifically set forth in Section 5.4 of the Agreement.

II. Identification of Services. The Service Fee identified in this Addendum shall constitute

Contractor’s sole compensation for its performance of services described below:

{Please identify the Risk Management Services to be performed by Contractor.} ________________________________________________________ ________________________________________________________ ________________________________________________________ ________________________________________________________

III. Identification and Payment of Service Fee: The Service Fee for the Risk Management Services

shall consist of a “Fixed Fee” and/or an “Hourly Fee”, which are calculated as follows:

A. Fixed Fee:

(1) Definition. University shall pay Contactor a Fixed Fee of $____________ for Contractor’s performance of the services described in Section II of this Addendum.

(2) Fixed Fee Invoices. Contractor shall invoice the University for the Fixed Fee as

follows (check and complete one of the following):

___ Contractor shall submit a single invoice for the entire Fixed Fee to the University on ____________________ {specify the date that Contractor shall submit the single invoice to University};

___ Contractor shall invoice the Fixed Fee to University in equal monthly

installments of $________ each, starting on _________ {identify start date} and ending on _________ {identify end date}

___ Contractor shall invoice the Fixed Fee to University in equal quarterly

installments of $__________ each, starting on _________{identify start date} and ending on _________ {identify end date}

___ Other (please describe in full):

__________________________________________________ __________________________________________________ __________________________________________________

B. Hourly Fee:

(1) Definition. University shall pay Contractor an Hourly Fee of $______ per hour, up to a maximum of $___________, for Contractor’s performance of the services described in Section II of this Addendum during the period starting on _________ {identify start date} and ending on _________ {identify end date} (the “Hourly Fee Period”)

(2) Hourly Fee Invoices: Following the end of each calendar month during the Hourly Fee Period, Contractor shall submit an invoice to University that shall set forth:

(a) the number of hours Contractor performed the services identified in Section II

of this Addendum during the previous calendar month (the “Monthly Hours”), and

(b) the total fee that Contractor shall charge University for its performance of such

services during the previous calendar month, which shall equal the Hourly Fee set forth in Section II of this Addendum multiplied by the Monthly Hours identified in that invoice.

V. Addendum Cap. The total amount remitted by University to Contractor under this Addendum

shall not exceed $_______________ (“Addendum Cap”) without the prior written approval of University. {identify the maximum amount that University shall pay to Contractor under this Addendum}

IN WITNESS WHEREOF, University and Contractor have executed and delivered this Addendum as a sealed instrument effective as of the later of the two (2) dates specified below: UNIVERSITY: CONTRACTOR: THE UNIVERSITY OF TEXAS SYSTEM Name: Scott C. Kelley Name: Title: Executive Vice Chancellor for Title:

Business Affairs Date: __________________________ Date: __________________________

EXHIBIT E

HUB SUBCONTRACTING PLAN

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While this HSP Quick Checklist is being provided to merely assist you in readily identifying the sections of the HSP form that you will need tocomplete, it is very important that you adhere to the instructions in the HSP form and instructions provided by the contracting agency.

Section 1 - Respondent and Requisition InformationSection 2 a. - Yes, I will be subcontracting portions of the contract.Section 2 b. - List all the portions of work you will subcontract, and indicate the percentage of the contract you expect to award to Texas certified HUB vendors.Section 2 c. - YesSection 4 - AffirmationGFE Method A (Attachment A) - Complete an Attachment A for each of the subcontracting opportunities you listed in Section 2 b.

continuous contract meets or exceeds

Section 1 - Respondent and Requisition InformationSection 2 a. - Yes, I will be subcontracting portions of the contract.Section 2 b. - List all the portions of work you will subcontract, and indicate the percentage of the contract you expect to award to Texas certified HUB vendorsand Non-HUB vendors.Section 2 c. - NoSection 2 d. - YesSection 4 - AffirmationGFE Method A (Attachment A) - Complete an Attachment A for each of the subcontracting opportunities you listed in Section 2 b.

continuous contract does not meet or exceed

Section 1 - Respondent and Requisition InformationSection 2 a. - Yes, I will be subcontracting portions of the contract.Section 2 b. - List all the portions of work you will subcontract, and indicate the percentage of the contract you expect to award to Texas certified HUB vendorsand Non-HUB vendors.Section 2 c. - NoSection 2 d. - NoSection 4 - AffirmationGFE Method B (Attachment B) - Complete an Attachment B for each of the subcontracting opportunities you listed in Section 2 b.

Section 1 - Respondent and Requisition InformationSection 2 a. - No, I will not be subcontracting any portion of the contract, and I will be fulfilling the entire contract with my own resources.Section 3 - Self Performing JustificationSection 4 - Affirmation

*Continuous Contract: Any existing written agreement (including any renewals that are exercised) between a prime contractor and a HUB vendor,where the HUB vendor provides the prime contractor with goods or service, to include under the same contract for a specified period of time. Thefrequency the HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuous. Two ormore contracts that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather thanrenewals or extensions to the original contract. In such situations the prime contractor and HUB vendor are entering (have entered) into "new"contracts.

In accordance with Texas Gov't Code 2161.252, the contracting agency has determined that subcontracting opportunities are probable under this contract. Therefore,all respondents, including State of Texas certified Historically Underutilized Businesses (HUBs) must complete and submit this State of Texas HUB SubcontractingPlan (HSP) with their response to the bid requisition (solicitation).

NOTE: Responses that do not include a completed HSP shall be rejected pursuant to Texas Gov’t Code §2161.252(b).The HUB Program promotes equal business opportunities for economically disadvantaged persons to contract with the State of Texas in accordance with the goalsspecified in the 2009 State of Texas Disparity Study. The statewide HUB goals defined in 34 Texas Administrative Code (TAC) §20.13 are:

11.2 percent for heavy construction other than building contracts,

21.1 percent for all building construction, including general contractors and operative builders' contracts,

32.9 percent for all special trade construction contracts,

23.7 percent for professional services contracts,

26.0 percent for all other services contracts, and

21.1 percent for commodities contracts.

Respondent (Company) Name:

Point of Contact:

E-mail Address:

State of Texas VID #:

Phone #:___________________________

Fax #______________________________

Is your company a State of Texas certified HUB?

Requisition #:Bid Open Date:

(mm/dd/yyyy)

SECTION 1:

In accordance with 34 TAC §20.14(d)(1)(D)(iii), a respondent (prime contractor) may demonstrate good faith effort to utilize Texas certified HUBs for itssubcontracting opportunities if the total value of the respondent's subcontracts with Texas certified HUBs meets or exceeds the statewide HUB goal or the agencyspecific HUB goal, whichever is higher. When a respondent uses this method to demonstrate good faith effort, the respondent must identify the HUBs with which itwill subcontract. If using existing contracts with Texas certified HUBs to satisfy this requirement, only the aggregate percentage of the contracts expected to besubcontracted to HUBs with which the respondent does not have a continuous contract* in place for more than five (5) years shall qualify for meeting the HUBgoal. This limitation is designed to encourage vendor rotation as recommended by the 2009 Texas Disparity Study.

In accordance with 34 TAC §20.13(d)(1)(D)(iii), the goals below are the applicable goals for the University of Texas Administration only.

Other Services Goal – 26%

Responses for Special Trades construction shall submit a HUB Subcontracting Plan (HSP) that meet the Good Faith Effort(GFE) prescribed in Method B, Attachment B. See instructions for Option Three on the HSP Quick Check List. No other Good Faith Effort method will be accepted.Responses for Miscellaneous Services Agreements for indefinite duration/indefinite quantity is a two (2) part process:

1. Submit a Letter of HUB Commitment (page 9) and a GFE described in Option Four.2. Submit a revised HSP prior to the execution of each contract process as described in Option Three of the Quick

Check List.Respondents shall submit a completed HSP to be considered responsive. Failure to submit a completed HSP shall result inthe bid, proposal or other expression of interest to be considered non-responsive.Respondents who intend to self-perform all of their work shall submit an HSP for Self Performance HSP as described inOption Four.Prime Contractor Progress Assessment Report (PAR) shall be submitted with each request for payments as a condition ofpayment.Acceptable documentation of the GFE include fax, email or certified letter.

After dividing the contract work into reasonable lots or portions to the extent consistent with prudent industry practices, and taking into consideration the scope of work to be performed under the proposed contract, including all potential subcontracting opportunities, the respondent must determine what portions of work,

. Note: In accordance with 34 TAC §20.11, a "Subcontractor" means a person who contracts witha prime contractor to work, to supply commodities, or to contribute toward completing work for a governmental entity.

Check the appropriate box (Yes or No) that identifies your subcontracting intentions:- Yes, I will be subcontracting portions of the contract. (If Yes, complete Item b of this SECTION and continue to Item c of this SECTION.)- No, I will not be subcontracting any portion of the contract, and I will be fulfilling the entire contract with my own resources, including employees, goods and

services. (If No, continue to SECTION 3 and SECTION 4.)List all the portions of work (subcontracting opportunities) you will subcontract. Also, based on the total value of the contract, identify the percentages of the contractyou expect to award to Texas certified HUBs, and the percentage of the contract you expect to award to vendors that are not a Texas certified HUB (i.e., Non-HUB).

Item # Subcontracting Opportunity Description

HUBs Non-HUBs

Percentage of the contractexpected to be subcontracted

to non-HUBs.

Aggregate percentages of the contract expected to be subcontracted:

(Note: If you have more than fifteen subcontracting opportunities, a continuation sheet is available online at https://www.comptroller.texas.gov/purchasing/vendor/hub/forms.php).

Check the appropriate box (Yes or No) that indicates whether you will be using Texas certified HUBs to perform of the subcontracting opportunities you listed in SECTION 2, Item b.

- Yes (If Yes, continue to SECTION 4 and complete an "HSP Good Faith Effort - Method A (Attachment A)" for of the subcontracting opportunities you listed.)- No (If No, continue to Item d, of this SECTION.)

Check the appropriate box (Yes or No) that indicates whether the aggregate expected percentage of the contract you will subcontract with which you have a * in place with for , the HUB goal the contracting agency identified on page 1 in the " ."

- Yes (If Yes, continue to SECTION 4 complete an "HSP Good Faith Effort - Method A (Attachment A)" for of the subcontracting opportunities you listed.)- No (If No, continue to SECTION 4 complete an "HSP Good Faith Effort - Method B (Attachment B)" for of the subcontracting opportunities you listed.)

*Continuous Contract: Any existing written agreement (including any renewals that are exercised) between a prime contractor and a HUB vendor,where the HUB vendor provides the prime contractor with goods or service under the same contract for a specified period of time. The frequencythe HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuous. Two or morecontracts that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather thanrenewals or extensions to the original contract. In such situations the prime contractor and HUB vendor are entering (have entered) into "new" contracts.

SECTION 2:

Enter your company's name here: Requisition #:

This page can be used as a continuation sheet to the HSP Form’s page 2, Section 2, Item b. Continue listing the portions of work (subcontracting opportunities) you will subcontract. Also, based on the total value of the contract, identify the percentages of the contract you expect to award to Texas certified HUBs, and the percentage of the contract you expect to award to vendors that are not a Texas certified HUB (i.e., Non-HUB).

Item # Subcontracting Opportunity Description

HUBs Non-HUBs

Aggregate percentages of the contract expected to be subcontracted:

SECTION 2: (CONTINUATION SHEET)

Enter your company's name here: Requisition #:

responded "No" to SECTION 2, Item a, in the space provided below your company will perform the entire contract with its own employees, supplies, materials and/or equipment.

As evidenced by my signature below, I affirm that I am an authorized representative of the respondent listed in SECTION 1, and that the information and supporting documentation submitted with the HSP is true and correct. Respondent understands and agrees that, if awarded any portion of the requisition:

The respondent will provide notice as soon as practical to all the subcontractors (HUBs and Non-HUBs) of their selection as a subcontractor for the awarded contract. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract, the contract award number, the subcontracting opportunity they (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten (10) working days after the contract is awarded.The respondent must submit monthly compliance reports (Prime Contractor Progress Assessment Report - PAR) to the contracting agency, verifying its compliance with the HSP, including the use of and expenditures made to its subcontractors (HUBs and Non-HUBs). (The PAR is available at https://www.comptroller.texas.gov/purchasing/docs/hub-forms/ProgressAssessmentReportForm.xls).

The respondent must seek approval from the contracting agency prior to making any modifications to its HSP, including the hiring of additional or different subcontractors and the termination of a subcontractor the respondent identified in its HSP. If the HSP is modified without the contracting agency's prior approval, respondent may be subject to any and all enforcement remedies available under the contract or otherwise available by law, up to and including debarment from all state contracting.

The respondent must, upon request, allow the contracting agency to perform on-site reviews of the company's headquarters and/or work-site where servicesare being performed and must provide documentation regarding staffing and other resources.

Signature Printed Name Title Date(mm/dd/yyyy)

If you responded "Yes" to SECTION 2, Items c or d, you must complete an "HSP Good Faith Effort - Method A (Attachment A)" for each ofthe subcontracting opportunities you listed in SECTION 2, Item b.

If you responded "No" SECTION 2, Items c and d, you must complete an "HSP Good Faith Effort - Method B (Attachment B)" for each ofthe subcontracting opportunities you listed in SECTION 2, Item b.

SECTION 4:

SECTION 3: If you

Enter your company's name here: Requisition #:

HSP Good Faith Effort - Method A (Attachment A)

IMPORTANT: If you responded "Yes" to of the completed HSP form, you must submit a completed "HSP Good Faith Effort - Method A (Attachment A)" for each of the subcontracting opportunities you listed in of the completed HSP form. You may photo-copy this page or download the form at https://www.comptroller.texas.gov/purchasing/docs/hub-forms/hub-sbcont-plan-gfe-achm-a.pdf

Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP form for which you are completing the attachment.Item Number: Description:

NList the subcontractor(s) you selected to perform the subcontracting opportunity you listed above in SECTION A-1. Also identify whether they are a Texas certified HUB and their Texas Vendor Identification (VID) Number or federal Employer Identification Number (EIN), the approximate dollar value of the work to be subcontracted, and the expected percentage of work to be subcontracted. When searching for Texas certified HUBs and verifying their HUB status, ensure that you use the State of Texas' Centralized Master Bidders List (CMBL) - Historically Underutilized Business (HUB) Directory Search located at http://mycpa.cpa.state.tx.us/tpasscmblsearch/index.jsp. HUB status code " " signifies that the company is a Texas certified HUB.

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As specified in SECTION 4 of the completed HSP form, if you (respondent) are awarded any portion of the requisition, you are required to provide notice as soon as practical to the subcontractors (HUBs and Non-HUBs) of their selection as a subcontractor. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract, the contract award number, the subcontracting opportunity they (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten (10) working days after the contract is awarded.

Enter your company's name here: Requisition #:

SECTION A-1:

SECTION A 2:

HSP Good Faith Effort - Method B (Attachment B)

IMPORTANT If you responded No to and of the completed HSP form, you must submit a completed "HSP Good Faith Effort - Method B (Attachment B)" for of the subcontracting opportunities you listed in of the completed HSP form. You may photo-copy this page or download the form at https://www.comptroller.texas.gov/purchasing/docs/hub-forms/hub-sbcont-plan-gfe-achm-b.pdf..

Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP form for which you are completing the attachment.

Item Number: Description:

If respondent is participating as a Mentor in a State of Texas Mentor Protege Program, submitting its Protege (Protege must be a State of Texas certified HUB) as a subcontractor to perform the subcontracting opportunity listed in , constitutes a good faith effort to subcontract with a Texas certified HUB towards that specific portion of work.Check the appropriate box (Yes or No) that indicates whether you will be subcontracting the portion of work you listed in SECTION B-1 to your Protege.

- Yes (If Yes, continue to SECTION B-4.)

- No / Not Applicable (If No or Not Applicable, continue to SECTION B-3 and SECTION B-4.)

When completing this section you MUST comply with items a, b, c and d, thereby demonstrating your Good Faith Effort of having notified Texas certified HUBs and trade organizations or development centers about the subcontracting opportunity you listed in SECTION B-1. Your notice should include the scope of work, information regarding the location to review plans and specifications, bonding and insurance requirements, required qualifications, and identify a contact person. When sending notice of your subcontracting opportunity, you are encouraged to use the attached HUB Subcontracting Opportunity Notice form, which is also available online at https://www.comptroller.texas.gov/purchasing/docs/hub-forms/HUBSubcontractingOpportunityNotificationForm.pdfRetain supporting documentation (i.e., certified letter, fax, e-mail) demonstrating evidence of your good faith effort to notify the Texas certified HUBs and trade organizations or development centers. Also, be mindful that a working day is considered a normal business day of a state agency, not including weekends, federal or state holidays, or days the agency is declared closed by its executive officer. The initial day the subcontracting opportunity notice is sent/provided to the HUBs and to the trade organizations or development centers is considered to be "day zero" and does not count as one of the seven (7) working days.

Provide written notification of the subcontracting opportunity you listed in SECTION B-1, to three (3) or more Texas certified HUBs. Unless the contracting agency specified a different time period, you must allow the HUBs at least seven (7) working days to respond to the notice prior to you submitting your bid response to the contracting agency. When searching for Texas certified HUBs and verifying their HUB status, ensure that you use the State of Texas' Centralized Master Bidders List (CMBL) - Historically Underutilized Business (HUB) Directory Search located at http://mycpa.cpa.state.tx.us/tpasscmblsearch/index.jsp. HUB status code " "signifies that the company is a Texas certified HUB.List the you notified regarding the subcontracting opportunity you listed in SECTION B-1. Include the company's Texas Vendor Identification (VID) Number, the date you sent notice to that company, and indicate whether it was responsive or non-responsive to your subcontracting opportunity notice.

Provide written notification of the subcontracting opportunity you listed in SECTION B-1 to two (2) or more trade organizations or development centers in Texas to assist in identifying potential HUBs by disseminating the subcontracting opportunity to their members/participants. Unless the contracting agency specified a different time period, you must provide your subcontracting opportunity notice to trade organizations or development centers at least seven (7) working days prior to submitting your bid response to the contracting agency. A list of trade organizations and development centers that have expressed an interest in receiving notices of subcontracting opportunities is available on the Statewide HUB Program's webpage at https://www.comptroller.texas.gov/purchasing/vendor/hub/resources.phpList you notified regarding the subcontracting opportunity you listed in SECTION B-1. Include the date when you sent notice to it and indicate if it accepted or rejected your notice.

SECTION B-1: Y

Enter your company's name here: Requisition #:

SECTION B 2:

SECTION B 3:

HSP Good Faith Effort - Method B (Attachment B) Cont.

Enter the item number and description of the subcontracting opportunity you listed in of the completed HSP form for which you are completing the attachment.

Enter the item number and description of the subcontracting opportunity for which you are completing this Attachment B continuation page.Item Number: Description:

List the subcontractor(s) you selected to perform the subcontracting opportunity you listed in . Also identify whether they are a Texas certified HUB and their Texas Vendor Identification (VID) Number or federal Emplioyer Identification Number (EIN), the approximate dollar value of the work to be subcontracted, and the expected percentage of work to be subcontracted. When searching for Texas certified HUBs and verifying their HUB status, ensure that you use the State of Texas' Centralized Master Bidders List (CMBL) - Historically Underutilized Business (HUB) Directory Search located at http://mycpa.cpa.state.tx.us/tpasscmblsearch/index.jsp. HUB status code " " signifies that the company is a Texas certified HUB.

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If any of the subcontractors you have selected to perform the subcontracting opportunity you listed in is a Texas certified HUB, provide written justification for your selection process (attach additional page if necessary):

As specified in SECTION 4 of the completed HSP form, if you (respondent) are awarded any portion of the requisition, you are required to provide notice as soon as practical to the subcontractors (HUBs and Non-HUBs) of their selection as a subcontractor. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract, the contract award number, the subcontracting opportunity it (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten (10) working days after the contract is awarded.

Enter your company's name here: Requisition #:

HUB Subcontracting Opportunity Notification FormIn accordance with Texas Gov't Code, Chapter 2161, each state agency that considers entering into a contract with an expected value of $100,000 or more shall, before the agency solicits bids, proposals, offers, or other applicable expressions of interest, determine whether subcontracting opportunities are probable under the contract. The state agency I have identified below in Section B has determined that subcontracting opportunities are probable under the requisition to which my company will be responding.

34 Texas Administrative Code, §20.14 requires all respondents (prime contractors) bidding on the contract to provide notice of each of their subcontracting opportunities to at least three (3) Texas certified HUBs (who work within the respective industry applicable to the subcontracting opportunity), and allow the HUBs at least seven (7) working days to respond to the notice prior to the respondent submitting its bid response to the contracting agency. In addition, at least seven (7) working days prior to submitting its bid response to the contracting agency, the respondent must provide notice of each of its subcontracting opportunities to two (2) or more trade organizations or development centers (in Texas) that serves members of groups (i.e., Asian Pacific American, Black American, Hispanic American, Native American, Woman, Service Disabled Veteran) identified in Texas Administrative Code, §20.11(19)(C).

We respectfully request that vendors interested in bidding on the subcontracting opportunity scope of work identified in Section C, Item 2, reply no later than the date and time identified in Section C, Item 1. Submit your response to the point-of-contact referenced in Section A.

Company Name: Point-of-Contact: E-mail Address:

State of Texas VID #: Phone #:

Fax #:

SECTION B

Agency Name:Point-of-Contact: Phone #:

Requisition #: Bid Open Date:(mm/dd/yyyy)

SECTION C1. Potential Subcontractor’s Bid Response Due Date:

If you would like for our company to consider your company’s bid for the subcontracting opportunity identified below in Item 2,

we must receive your bid response no later than on .Central Time Date (mm/dd/yyyy)

2. Subcontracting Opportunity Scope of Work:

3. Required Qualifications: - Not Applicable

4. Bonding/Insurance Requirements: - Not Applicable

5. Location to review plans/specifications: - Not Applicable

In accordance with 34 TAC §20.14, each notice of subcontracting opportunity shall be provided to at least three (3) Texas certified HUBs, and allow the HUBs at leastseven (7) working days to respond to the notice prior to submitting our bid response to the contracting agency. In addition, at least seven (7) working days prior to ussubmitting our bid response to the contracting agency, we must provide notice of each of our subcontracting opportunities to two (2) or more trade organizationsor development centers (in Texas) that serves members of groups (i.e., Asian Pacific American, Black American, Hispanic American, Native American, Woman,Service Disabled Veteran) identified in Texas Administrative Code, §20.11(19)(C).

(A working day is considered a normal business day of a state agency, not including weekends, federal or state holidays, or days the agency is declared closedby its executive officer. The initial day the subcontracting opportunity notice is sent!provided to the HUBs and to the trade organizations or development centersis considered to be "day zero" and does not count as one of the seven (7) working days.)

SECTION A

This form must be completed and submitted to the contracting agency each month to document compliance with your HSP.Contract/Requisition Number: Date of Award: Object Code:

Contracting Agency/University Name:

Contractor (Company) Name: State of Texas VID #:

Point of Contact: Phone #:

Reporting (Month) Period: Total Amount Paid this Reporting Period to Contractor: $ -

Report HUB and Non-HUB subcontractor informationWhen verifying subcontractors' HUB status, ensure that you use the State of Texas’ Centralized Master Bidders List (CMBL) - Historically Underutilized (HUB)

Directory Search located at: http://mycpa.cpa.state.tx.us/tpasscmblsearch/index.jsp. HUB status code “A” signifies that the company is a Texas certified HUB.

Subcontractor’s NameTexas

certified HUB(Yes or No)

Texas VID or federal EINDo not enter Social Security

Numbers. If you do not know theirVID / EIN, leave their VID / EIN

field blank.

Total Contract $ Amount from HSP with Subcontractor

Total $ Amount Paid this Reporting Period

to Subcontractor

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to Subcontractor

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